SEC v. The Pre IPO Marketplace Inc.; Keyport Venture Partners, LLC; Keyport Venture Management, LLC; Keyport Venture Advisors, LLC; Principal Pre-IPO Consulting Group LLC; GlobalX VC LLC, et al., No. 1:24-cv-06886, Eastern District of New York (Oct. 2, 2024) — Complaint

1

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
____________________________________________
SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,
v.

THE PRE IPO MARKETPLACE INC.;
KEYPORT VENTURE PARTNERS, LLC;
KEYPORT VENTURE MANAGEMENT, LLC;
KEYPORT VENTURE ADVISORS, LLC;
PRINCIPAL PRE-IPO CONSULTING GROUP
LLC; GLOBALX VC LLC; JOHN LOPINTO;
ROBERT WILKOS; and LAREN PISCIOTTI,

  Defendants.
Case No.: 24-cv-6886
ECF CASE

COMPLAINT

JURY TRIAL DEMANDED

COMPLAINT

 Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for its
Complaint against The Pre IPO Marketplace Inc. (“Marketplace”); Keyport Venture Partners,
LLC (“Keyport Partners”); Keyport Venture Management, LLC (“Keyport Management”);
Keyport Venture Advisors, LLC (“Keyport Advisors”)  ; Principal Pre-IPO Consulting Group LLC
(“Principal”); GlobalX VC LLC (“GlobalX”); John Michael LoPinto (“LoPinto”); Robert Wilkos
(“Wilkos”); and Laren Pisciotti (“Pisciotti”) (collectively, “Defendants”), alleges as follows:
SUMMARY
1. From at least October 2019 until December 2022, Defendants raised
approximately $120 million from over 900 investors in the United States and abroad by
marketing and selling securities, in the form of interests in private funds (the “Marketplace
Funds”) that purportedly held stock in private companies that had not yet held initial public
offerings (“pre-IPO companies”). But Defendants procured investor funds by fraud. Specifically,
to attract investors, Defendants, directly and indirectly through their unregistered sales agents,

2

made false and misleading statements about the securities they purported to sell. Among the
misrepresentations: (a) certain Defendants falsely told investors that the Marketplace Funds
owned shares in the pre-IPO companies at the time they were sold to investors, when, in fact,
they either did not own the shares or did not own enough shares to cover all interests that had
been sold; (b) Defendants falsely told investors there were no upfront fees or commissions when,
in fact, they paid themselves and their sales agents at least $16 million in commissions through
undisclosed price increases; (c) Defendants falsely claimed that they acquired pre-IPO shares
directly from the pre-IPO companies or their employees, when Defendants typically either
acquired them second-hand or purchased interests in third-party funds that purported to own the
shares; and (d) Defendants told investors that their funds and operating entities were registered
with the SEC, when they were not, and promoted to investors SEC filings (specifically SEC
Forms D) containing false information about the Marketplace Funds and/or the operating
entities.
2. Defendants and their agents made these false and misleading statements in
telephone conversations and emails with prospective investors, as well as in various offering
documents related to the investments that the Defendants and their agents provided to investors.
3.  In addition, Marketplace, Keyport Partners, Keyport Management, Keyport
Advisors, LoPinto, and Wilkos (collectively, the “Marketplace Defendants”) represented to
investors that the assets of each Marketplace fund would remain segregated from all other series
funds, even though assets were regularly commingled. And LoPinto, who had a lengthy history
of infractions related to securities regulations, used an alias to conduct business in order to hide
his troubled history from investors.

3

4. As a result of Defendants’ fraud, investors suffered substantial pecuniary harm.
Many investors never received the pre-IPO shares that they were promised when they invested in
the Marketplace Funds, even after the company at issue subsequently went public. Those
investors who actually received the pre-IPO securities they were promised often paid a
substantial price increase and were charged hidden costs and fees. Defendants and their agents,
meanwhile, made millions of dollars in undisclosed commissions.
5. The SEC brings this action pursuant to Sections 20(b) and 20(d) of the Securities
Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b) and 77t(d)]; Section 21(d) of the Securities
Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)]; and Sections 209(d) and 209(e) of
the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-9(d) and 80b-9(e)].
6. The SEC seeks a permanent injunction against Defendants that enjoins them from
engaging in the transactions, acts, practices, and courses of business alleged in this Complaint;
disgorgement of all ill-gotten gains from the unlawful conduct set forth in this Complaint
pursuant to Sections 21(d)(3), 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)], together with prejudgment interest; civil penalties as to
each Defendant pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section
21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209 of the Advisers Act [15
U.S.C. § 80b-9]; an officer or director bar pursuant to Section 20(e) of the Securities Act [15
U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d0(2)]; a permanent
injunction against LoPinto barring him from directly or indirectly, including (but not limited to)
through any entity owned or controlled by him, participating in the issuance, purchase, offer, or
sale of any security, provided, however, that such injunction shall not prevent him from

4

purchasing or selling securities listed on a national securities exchange for his own personal
account; and such other relief as the Court may deem just and proper.
JURISDICTION AND VENUE
7. 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(a) [15 U.S.C. § 80b-14(a)].
8. Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged herein.
9. 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]
because certain of the acts, practices, and courses of conduct constituting violations of the federal
securities laws occurred within this district. Defendant LoPinto resides within this district, and at
least one of the victims of the fraud alleged herein resides within this district.
DEFENDANTS
A.  The Pre IPO Marketplace Defendants
10. The Pre IPO Marketplace Inc. (“Marketplace”), a Delaware corporation based in
New Jersey, has never been registered with the Commission in any capacity. Marketplace is
owned equally in 50% shares by LoPinto and Wilkos and is entirely controlled by them.
Marketplace is the manager for 22 of the 31 Marketplace Funds.
11. K
eyport Venture Partners, LLC (“Keyport Partners”), a Delaware limited liability
company based in New Jersey, has never been registered with the Commission in any capacity.
Keyport Partners is owned equally in 50% shares by LoPinto and Wilkos and is entirely

5

controlled by them. Keyport Partners is the manager for seven of the 31 Marketplace Funds and
serves as the organizer and investment adviser for 23 of the 31 Marketplace Funds.
12. Keyport Venture Management, LLC (“Keyport Management”), a New Jersey
limited liability company based in New Jersey,

has never been registered with the Commission in
any capacity. Keyport Management is owned equally in 50% shares by LoPinto and Wilkos and
is entirely controlled by them. Keyport Management is the manager for one of the Marketplace
Funds.
13. K
eyport Venture Advisors, LLC ( “Keyport Advisors,” and together with Keyport
Partners and Keyport Management, “the Keyport Entities”), a New Jersey limited liability company
based in New Jersey, has never been registered with the Commission in any capacity. Keyport
Advisors is owned equally in 50% shares by LoPinto and Wilkos and is entirely controlled by them.
Keyport Advisors is the organizer and investment adviser for one of the Marketplace Funds. In
October 2019, LoPinto and Wilkos founded the Keyport Venture Partners LLC Fund (“Keyport
Fund”), with Keyport Advisors listed as the manager. In September 2020, the SEC alleged that
LoPinto and Wilkos misrepresented to investors that one fund already held shares of a pre-IPO
company, when in reality they knew they were having difficulty locating shares. The SEC
instituted settled public administrative and cease-and-desist proceedings against Keyport
Advisors, LoPinto, and Wilkos for violating the Advisers Act based on this conduct. Keyport
Advisors, LoPinto, and Wilkos were subject to a cease-and-desist order, censure, and a $80,000
civil penalty.
14. J
ohn Michael LoPinto, 46, resides in Staten Island, New York. LoPinto is a co-
founder and co-owner of Marketplace; The Pre-IPO Marketplace, LLC, see infra ¶ 19; and the
Keyport Entities.  He previously held Series 7 and 63 licenses and was a registered representative

6

associated with seven registered broker-dealers from 2002 until 2019. In 2020, the SEC charged
LoPinto for violating Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder. See supra
¶ 13. LoPinto is also subject to certain customer complaints through arbitrations involving FINRA,
a self-regulatory organization to which most Commission-registered broker-dealers belong. In 2022,
FINRA sanctioned LoPinto for excessively trading in customers’ accounts. LoPinto paid a fine and
restitution and was suspended by FINRA from January 18, 2022 through October 17, 2022.
15. Robert R. Wilkos, 56, resides in Holmdel, New Jersey. Wilkos is a co-founder and
co-owner of Marketplace; The Pre-IPO Marketplace, LLC, see infra ¶ 19; and the Keyport
Entities.  Wilkos previously held Series 7 and 63 licenses and was a registered representative
associated with five registered broker-dealers from 1998 until 2009.  In 2020, the SEC charged
Wilkos for violating Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder. See supra
¶   13.
B.  The Principal Pre-IPO Defendants (The “Principal Defendants”)
16. Principal Pre-IPO Consulting Group LLC (“Principal”), a New Jersey limited
liability company based in New Jersey, has never been registered with the Commission in any
capacity. Although owned in name by Individual A and Individual B who hold 95% and 5%
interests, Principal is controlled by Laren Pisciotti. Principal marketed and referred investors to
the Marketplace Funds.
17. Gl
obalX VC LLC (“GlobalX”), a Delaware limited liability company based in
New Jersey, has never been registered with the Commission in any capacity. GlobalX is 100%
owned and controlled by Laren Pisciotti. GlobalX serves as the organizer and investment adviser
for seven of the 31 Marketplace Funds.
18. L
aren Pisciotti, 36, resides in Manalapan, New Jersey. Pisciotti is the founder and
owner of GlobalX, and she controls Principal.  Pisciotti was previously a registered representative

7

and a registered investment advisory representative and was associated with four registered broker-
dealers (one of which was dually registered as an investment adviser) and an additional registered
investment adviser from 2009 until 2020. Pisciotti previously held Series 7, 63, and 66 licenses.
OTHER RELEVANT ENTITY
19. The Pre-IPO Marketplace, LLC, a Delaware corporation based in New Jersey, has
never been registered with the Commission in any capacity. The Pre-IPO Marketplace, LLC
serves as the Master LLC for 30 of the 31 Marketplace Funds.
FACTS
I. THE MARKETPLACE DEFENDANTS DEFRAUDED INVESTORS BY
SELLING INTERESTS IN THE MARKETPLACE FUNDS.

A. Background

20. In August 2020, LoPinto and Wilkos formed the Marketplace Funds, a group of
private investment funds purportedly established to make equity investments in pre-IPO
companies. Between July 2020 and December 2022, based on an analysis of Marketplace’s
records, the Marketplace Funds grew to include at least 31 private investment funds purportedly
holding securities in 27 different pre-IPO issuers, raising approximately $120 million in
investments. LoPinto and Wilkos set up a separate company, The Pre IPO Marketplace Inc.
(“Marketplace”), to manage most of the funds.
21. Shares of pre-IPO companies are often held by early-stage investors and private
company employees and typically are not widely available to the investing public. They can be
attractive to investors when there is a perceived high demand for shares, and therefore potential
for substantial returns in the event the company later makes a public offering.
22. As devised by LoPinto and Wilkos, Marketplace’s business model was
purportedly to acquire shares in successful private companies that were expected to conduct an

8

IPO in the near future and then sell those interests to investors through the Marketplace Funds.
Investors were told that they would own shares in the fund specific to the pre-IPO company in
which they were interested. After the pre-IPO company had its IPO, the fund would then
distribute the underlying shares of the now-public company to the fund investors.
23. In reality, rather than acquire shares in private companies as they told investors,
Marketplace, LoPinto, and Wilkos most often acquired interests in other third-party funds that
themselves purported to own shares, and only occasionally did what they promised by
purchasing actual pre-IPO shares directly from the private companies.
24. LoPinto, and occasionally Wilkos, sought to obtain shares or an interest in the
pre-IPO company from the third party funds. Specifically, they made decisions about which
issuers to purchase and what price to pay, led negotiations with the third-party fund or holders of
the pre-IPO shares, and entered into agreements to acquire the interest. LoPinto and Wilkos also
decided which funds to use to acquire the interest in the pre-IPO company and wired money to
fund acquisitions. Marketplace purchased some or all of the pre-IPO interests for most of the
Marketplace Funds.
25. LoPinto and Wilkos directly and indirectly, through unregistered agents, provided
investors in the Marketplace Funds offering documents related to their investments, including a
private placement memorandum (“PPM”), operating agreement, subscription agreement, price
confirmation letter, and welcome letter (collectively the “Offering Documents”). These Offering
Documents described how each “series” of the Marketplace Funds was designed to invest in the
shares of a single pre-IPO company. For example, “Company A, A Series of the Pre-IPO
Marketplace, LLC” purportedly owned pre-IPO shares of a particular pre-IPO company
(“Company A”). Thus, at least according to the Offering Documents, an investor in “Company

9

A, A Series of the Pre-IPO Marketplace, LLC” would own a proportionate interest in the pre-
IPO shares of Company A owned by that series fund.
26. Each series fund was established for the purpose of making an equity investment
in a specific pre-IPO company, including some well-known private companies like SpaceX and
Robinhood. Based on an analysis of Marketplace’s records, between July 2020 and December
2022, the Marketplace Funds grew to include at least 31 private investment funds holding
securities concerning 27 different issuers, and raising approximately $120 million from
investors.
27. Most of the Offering Documents listed Marketplace, Keyport Partners, or Keyport
Management (the entities owned and operated by Wilkos and LoPinto) as the fund manager. The
Offering Documents listed Keyport Partners as the organizer for most of the Marketplace Funds.
Each fund’s Offering Documents also stated that the organizer would act as the investment
adviser to the fund.
28. The Offering Documents for the Marketplace Funds specified that interests in the
funds were being offered only to investors who were “accredited” within Rule 501 of Regulation
D under the Securities Act.
29. LoPinto and Wilkos frequently distributed Offering Documents to investors.
B. Marketplace Solicited Investors Using Unregistered Sales Agents and
Broker-Dealers.

30.  Marketplace, through its principals LoPinto and Wilkos, employed sales agents
who solicited potential investors for the Marketplace Funds by cold calling, sending emails, or
connecting through social media. LoPinto and Wilkos provided office space, equipment, and, at
times, lead sheets, sales scripts, and instructions to these sales agents.

10

31. In addition, Marketplace worked with several third-party entities and individuals
who solicited potential investors for the Marketplace Funds.
32. LoPinto and Wilkos also solicited investors directly themselves, cold calling
potential investors and reaching out to prospective investors through email or social media.
33. Marketplace paid its sales agent employees and third-party sales agents a
commission for successfully soliciting investors.  That commission was based on a percentage of
the price increase on the investment, meaning the difference between the price at which
Defendants purchased the pre-IPO shares and the price at which they sold shares to the investors
through the Marketplace Funds.

 LoPinto and Wilkos also paid themselves commissions for their
own successful solicitations and agreed to split the profits on shares equally between the two of
them after any sales agents had been paid their commissions.
34. Between approximately February 2020 and August 2022, Marketplace paid at
least $16 million in commissions to LoPinto, Wilkos, and its sales agents who solicited the
investments.
35. At all relevant times, neither LoPinto, Wilkos, nor the sales agents they managed
were registered with the SEC as brokers nor were they associated with any broker-dealer or any
other entity registered with the SEC.
C. The Marketplace Defendants Made Multiple Misrepresentations to
Investors.

36. The Marketplace Defendants made a series of misrepresentations to investors
about the securities they were purporting to sell. Specifically, they misrepresented their
ownership of the pre-IPO securities at issue, misrepresented the source of the securities they
purported to purchase, lied about not charging fees and commissions, concealed the role played
by LoPinto in the management and operation of the Marketplace Funds, falsely claimed that the

11

funds were registered with and supervised by the SEC, and misrepresented that investor money
would be segregated by fund, even though they were frequently commingled.
1. The Marketplace Defendants Lied About Owning Pre-IPO Shares.

37. The Marketplace Defendants falsely represented to prospective investors during
the solicitation process (directly and indirectly through sales agents) that the Marketplace Funds
owned the pre-IPO shares underlying the Marketplace Funds. Notwithstanding these
representations to investors, and as the Marketplace Defendants knew or were reckless in not
knowing, the Marketplace Funds often did not own the underlying shares in the pre-IPO
companies at the time the interests in the series funds were sold to investors or did not own
enough shares to cover all interests that had been sold.
38. The Marketplace Defendants misrepresented their ownership interest in their
welcome letters for the different Marketplace Funds, which were disseminated to investors and
some of which were unsigned or came from email accounts generically named “Investor
Relations” or “Info.” For example, a December 11, 2020 welcome letter to a Pre-IPO
Marketplace investor misrepresented that the series fund “currently holds a beneficial interest of
shares of common stock of Airbnb.” At the time, as the Marketplace Defendants knew or were
reckless in not knowing, the fund held no such interest. Similarly, a June 21, 2021 welcome letter
to a different Pre-IPO Marketplace investor misrepresented that the fund “currently holds a
beneficial interest in shares of common stock of Addepar.” Again, as the Marketplace Defendants
knew or were reckless in not knowing, the fund held no such interest at that time.
39. Based on an analysis of Marketplace’s records, as of December 2022,
Marketplace Defendants operated the Marketplace Funds at a share deficit with respect to
approximately 18 out of 27 issuers. In other words, for approximately 18 of the 27 issuers, the

12

Marketplace Defendants sold more shares than they ever owned. The Marketplace Defendants
were aware of the shortfalls and discussed them via text message. At times, part of the model the
Defendants used to operate their business included raising the money from investors first and
then purchasing the shares. As LoPinto told Pisciotti via text on August 25, 2020, “We will raise
the funds from the clients then make the purchase.”
40. The Marketplace Defendants were, at times, able to purchase pre-IPO shares for
the Marketplace Funds sufficient to cover the interests that they had already sold. Other times,
however, the Marketplace Defendants failed to obtain enough pre-IPO shares to cover the
interests they had already sold, resulting in shortfalls. To cover shortfalls, Marketplace, the
Keyport Entities, and LoPinto sometimes resorted to purchasing shares on the open market after
the initial public offering, contrary to their representations to investors.
41. Many Marketplace Fund investors still have not received any distributions for
their investments, including for investments in which the underlying company made its IPO as
early as 2020. In addition, for at least 16 of the Marketplace Funds, the Marketplace Defendants
raised funds from investors prior to purchasing any shares of the underlying companies. In one
instance, 287 days elapsed between the Marketplace Defendants’ receipt of investor funds (over
$350,000) and the first purchase of the shares.
42. The Marketplace Defendants’ repeated offers to sell to investors interests in pre-
IPO shares that, contrary to their statements, they did not own were materially false and
misleading. Reasonable investors would have wanted to know that the Marketplace Defendants
did not own the interest in pre-IPO shares that they were supposedly selling, facts that the
Marketplace knew or were reckless in not knowing. Reasonable investors would also have

13

wanted to know that there was no guarantee that they would ever receive the interest in pre-IPO
shares that they thought they were purchasing.
2. The Marketplace Defendants Lied About How They Would Acquire
the Pre-IPO Shares.

43. The Marketplace Defendants lied to prospective investors about the nature of their
investment in the pre-IPO shares, including falsely representing to investors that the shares they
were purchasing were “direct”—i.e., shares purchased directly from the pre-IPO company or its
employees and thereby owned directly by the Marketplace Fund, instead of an indirect interest
owned through another fund. For example, on December 23, 2020 and February 22, 2021,
respectively, LoPinto told prospective investors that Robinhood shares were purchased from
“Robinhood directly” or as a “direct transfer from Robinhood,” when in fact, as the Marketplace
Defendants knew or were reckless in not knowing, the Marketplace Fund never purchased shares
directly from Robinhood.
44. The Marketplace Defendants made similar misrepresentations about the source of
the shares in their Offering Documents, including in their PPMs. For example, the PPM for
Addepar stated that “[t]he Portfolio Company [Addepar] Securities will be acquired by the Fund
directly from the Portfolio Company in a private placement conducted by the Portfolio
Company” (emphasis added). This was false, as the Marketplace Defendants knew or were
reckless in not knowing. The Marketplace Defendants bought shares for Addepar from third-
party entities and interests in a third-party fund that purportedly held Addepar shares, and not
from the company or its employees.
45. These misstatements were material. Prospective investors specifically asked
LoPinto, Wilkos, and Pisciotti about the source of the pre-IPO shares before committing to
making their investments because they cared about this issue. Reasonable investors would have

14

wanted to know that, rather than being given a unique opportunity to access pre-IPO shares
directly from the source, they were instead purchasing an indirect interest in the securities,
through a middleman.
3. The Marketplace Defendants Lied About Fees and Commissions.

46. The Marketplace Defendants also lied to investors about fees and commissions
they charged.  As part of their standard sales pitch in soliciting investors, the Marketplace
Defendants falsely told investors that they would be charged no fees, and that the Marketplace
Defendants would only take “carried interest” on the “backend”—meaning a percentage of the
profit when the shares were sold after the company made its initial public offering. For example,
Wilkos wrote in a November 20, 2020 email to a potential investor in the Airbnb series fund,
“[W]e don’t charge you any fees. We have a commission structure from 1-10% maximum on
your profit only, when it’s time to sell your shares.” Similarly, on November 17, 2020, LoPinto
wrote to a potential investor in the Airbnb series fund, “No maint fees will be passed on. No
expenses will be passed on to the investors...The carry percentage is in the terms on the
documents. No fees or expenses. No operating expenses.”  As the Marketplace Defendants knew
or were reckless in not knowing, these statements were false and misleading.
47. Similarly, the Offering Documents for the Marketplace Funds contained false
information about the existence of fees and commissions. The PPMs for 25 out of 31 of the
Marketplace Funds stated that no upfront fees would be paid to the funds’ managers and
organizers. For example, the PPM for most of the series funds states, on the first page in all
capital letters, “THE MANAGER WILL NOT RECEIVE ANY COMMISSIONS OR FEES FOR
THE SALE OF INTERESTS PURSUANT TO THE MEMORANDUM.” As the Marketplace
Defendants knew or were reckless in not knowing, these statements were false and misleading.

15

48. The welcome letters investors received as part of their investment materials also
represented that that there were no upfront fees. For example, the welcome letter for one
Marketplace Fund investor stated, “No fees have been deducted and $249,885.00 has been
applied to [the investment],” and also indicated, “The following fees have been deducted from
your capital contribution: 0 Management Fees.” As the Marketplace Defendants knew or were
reckless in not knowing, these statements were false and misleading.
49. Similarly, certain public filings concerning the Marketplace Funds also
misrepresented that there were no upfront fees.  A third party manager and administrator filed
SEC Forms D, which were publicly available for two of the Marketplace Funds: one for the
SpaceX series fund in September 2021 and one for the Airbnb series fund in January 2021. The
Forms D filed for the SpaceX and Airbnb series funds stated that both funds paid $0 in sales
commissions and finders’ fees, and $12,500 and $10,500 in payments to executive officers,
directors, or promoters, respectively.
50. Contrary to these representations and unbeknownst to investors, and as the
Marketplace Defendant knew or were reckless in not knowing, Marketplace’s records indicate
that it charged investors a price increase on the pre-IPO shares offered for 23 out of 27 pre-IPO
companies covered by the Marketplace Funds, with the price increase averaging 21% and
ranging from between 1% and 60%. The prices paid by investors for their interest in the series
fund was purportedly the price of the underlying shares in the pre-IPO company. In reality, the
Marketplace Defendants charged a price increase and pocketed the difference.
51. Again, this was not an accident, but rather part of the business model. In text
exchanges, Wilkos and LoPinto discussed what price increase they should charge for various pre-
IPO shares and how the price increase would be split among themselves and sales agents.

16

52. These misrepresentations were material. Reasonable investors would have wanted
to know their investment’s fee structure and would have wanted to know that the Marketplace
Defendants significantly increased the price of purchasing an interest in pre-IPO shares.
4. The Marketplace Defendants Concealed LoPinto’s Role in
Marketplace.

53. The Marketplace Defendants also misled investors about LoPinto’s identity and
involvement in the Marketplace Funds, thereby concealing his disciplinary history. After LoPinto
and Wilkos settled with the SEC in September 2020, the offering materials related to the
Marketplace Funds were altered to remove any reference to LoPinto as part of the management
of the fund and frequently only included Wilkos as a “Manager Contact.” In October 2020,
LoPinto began using the name “John Michael,” when corresponding with investors (Michael is
LoPinto’s middle name). Around December 2020, the signatory on the welcome letters was
changed from LoPinto to “Investor Relations.” In addition, LoPinto’s LinkedIn profile, which
identifies him as the CEO of Marketplace, used the name “John Michael.” Investors who
invested in the Marketplace Funds after LoPinto began using the name “John Michael,” were
unaware of his prior disciplinary history.
54. Though LoPinto’s full name was removed from the Offering Documents,
LoPinto’s actual role in the business remained unchanged. He continued recruiting and
overseeing sales agents, soliciting investors, managing corporate bank accounts, and making
investment decisions, such as which pre-IPO stocks to buy, when, and for what price. Wilkos
knew of and actively participated in concealing the role LoPinto played throughout the duration
of their business relationships.
55. The Marketplace Defendants’ concealment of LoPinto’s role in the Marketplace
Funds was material. Reasonable investors would have wanted to know that one of the managers

17

of the Marketplace Funds had run afoul of both FINRA and the SEC. Indeed, investors who
subsequently discovered his real identity stated that they would not have invested with him had
they known about his disciplinary history.
5. Marketplace, LoPinto, and Wilkos Lied About Registration With
and Supervision by the SEC.

56. In order to suggest their investment would be safe and legitimate, Marketplace,
LoPinto, and Wilkos told prospective investors that the Marketplace Funds and operating entities
were registered with or under the supervision of the SEC.
57. At no point in time were the Marketplace Funds or any of the operating entities
registered with the SEC.
58. For example, in a November 10, 2021 email, in response to an investor that raised
questions about whether Marketplace was a “fraudulent company,” Wilkos attempted to reassure
the individual by saying, “[W]e are under SEC supervision so I can assure you, your investment
is SAFE AND SECURE.” None of the entities involved with the Marketplace Funds were under
the SEC’s “supervision.”
59. Similarly, in a November 11, 2022, email to an investor, LoPinto sent a link to the
Form D for a SpaceX series fund to a prospective investor, writing, “We [Marketplace] are
registered with the SEC.”
60. As previously licensed and experienced securities industry professionals, LoPinto
and Wilkos knew or were reckless in not knowing that the Marketplace Funds and the operating
entities were not SEC registered or under the SEC’s “supervision,” as they had falsely told
investors.
61. These misrepresentations were material. LoPinto referred investors to their
purported “registration” with the SEC precisely because he knew or should have known that

18

investors would interpret that to mean that their investment was safe. Reasonable investors
would have wanted to know that their investments were not under SEC “supervision” and were
neither safe nor secure.
6. The Marketplace Defendants Improperly Commingled Fund Assets.

62. The Marketplace Defendants falsely told investors in the Marketplace Funds that
that their investments would be treated separately from other series funds and that their
investment would be used only to purchase interests in the particular pre-IPO company in which
they were investing. In fact, their funds were commingled with other investor funds and then
used for impermissible purposes. The PPMs for the Marketplace Funds represented: “Each series
is effectively treated as a separate entity, meaning the debts, liabilities, obligations, and expenses
of one series cannot be enforced against another series of the LLC or against the LLC as a
whole.” Similarly, the operating agreements state, “[T]he Manager shall maintain separate and
distinct records for each Series, shall separately hold and account for the assets of each Series
. . .”
63. These statements were false, as the Marketplace Defendants knew or were
reckless in not knowing. In fact, the Marketplace Defendants did not segregate the assets of the
Marketplace Funds by series. Although some of the individual Marketplace Funds had separate
bank accounts and brokerage accounts, the assets in the Marketplace Funds’ bank accounts were
regularly commingled. Investor funds were regularly transferred between the bank accounts of
different series funds, and investments for the Marketplace Fund for one pre-IPO company were
often used to purchase the interests in another pre-IPO company. New investor money was used
at times to purchase shares in other series funds to provide other investor redemptions or

19

distributions in a Ponzi-like fashion.
64. These misrepresentations were also material. Reasonable investors would have
wanted to know that their investments were not paying for the interest in pre-IPO shares they
believed they were acquiring, but rather were being used to purchase interests in other companies
on behalf of other investors.
II. THE PRINCIPAL DEFENDANTS DEFRAUDED INVESTORS IN SELLING
INTERESTS IN THE MARKETPLACE FUNDS.

A. Background

65. In approximately June 2020, Pisciotti began working with Wilkos and LoPinto,
operating her entities Principal and GlobalX in shared office space with the Marketplace
Defendants. Although Principal was formed under the names of Individual A and Individual B,
Pisciotti was the company’s principal, represented herself as such in communications with
investors, and was featured on Principal’s website as its managing director. Pisciotti was the
founder and 100% owner of GlobalX.
66. Pisciotti played an active role with respect to the Marketplace Funds. Pisciotti
helped acquire pre-IPO shares for the Marketplace Funds by reaching out to sellers of pre-IPO
shares searching for inventory, leading negotiations with the holders of pre-IPO shares, and
deciding which issuers to purchase, and at what price. Pisciotti’s entity, GlobalX, was the
organizer and investment adviser for seven of the 31 Marketplace Funds. Marketplace’s records
indicate that Pisciotti and GlobalX purchased the pre-IPO shares, or a portion of the pre-IPO
shares, for eight of the 27 pre-IPO companies covered by the Marketplace Funds and aided with
purchases for two additional issuers. Pisciotti also signed and distributed price confirmation
letters to some investors and distributed welcome letters and other offering materials to some
investors.

20

B. The Principal Defendants Solicited Investors Using Unregistered Sales
Agents and Broker-Dealers.

67. Principal, through Pisciotti, solicited potential investors for the Marketplace
Funds both directly and indirectly through sales agents. Pisciotti cold called potential investors
and contacted prospective investors through email or social media and received transaction-
based compensation for her efforts. She also recruited sales agents to make cold calls and solicit
investors for the Marketplace Funds on behalf of Principal, sometimes providing lead sheets and
sales pitch information and sales scripts for the sales agents to use when calling investors. For
each successful investment that Pisciotti or her sales agents brought to the Marketplace Funds,
Principal received half of the price increase charged to the investor.
68. Principal and Pisciotti paid their unregistered sales agents a transaction-based fee
based on investments they successfully solicited. Principal entered into referral agent agreements
with a few of these sales agents.  The agreements generally provided unregistered sales agents a
percentage of funds invested by referral clients or a percentage of the price increase (the
difference between the price at which the investors purchased the pre-IPO shares and the price at
which the shares were sold to the relevant series fund).
69. At all relevant times, Principal and the sales agents Pisciotti managed were
neither registered as brokers with the Commission nor were the sales agents she managed
associated with any broker-dealer registered with the Commission. Pisciotti herself was
associated with her former employer, a broker-dealer, the first few months she worked with
Marketplace Funds, and was otherwise not registered with the Commission as a broker nor
associated with any broker-dealer registered with the Commission.

21

70. Pisciotti and sales agents working for her brought in approximately $90 million of
the $120 million that was invested in the Marketplace Funds between July 2020 and December
2022.
C. The Principal Defendants Made Multiple Misrepresentations to Investors.
71. The Principal Defendants made a series of misrepresentations to investors about
the securities they were purporting to sell. Specifically, they lied about not charging fees and
commissions, misrepresented their ownership of the pre-IPO securities at issue, and falsely
claimed that the funds were registered with and supervised by the SEC.
1. The Principal Defendants Lied About Fees and Commissions.
72. The Principal Defendants (Pisciotti, Principal and GlobalX) lied about the fees
and commissions charged to investors.
73. For example, in October 2020, after reviewing the Offering Documents for the
SpaceX series fund, a potential investor sent an email to Principal’s general email box
([email protected]) asking to speak to the “head of your company.” In response, the
investor received an email stating, “I am the head of the company, I am the managing director
and founder as discussed.” In a parallel email chain, the same investor reached out to the same
Principal email address asking if, other than the 10% carried interest fee, there were “any other
fees or charges whatsoever.” Principal responded, “as far as fees, those are all the charges
involved.” When further pressed by the potential investor, “Just that we are on the same page:
there would not be any fees, interests or charges. Correct? [emphasis in original],” Principal
responded, “Correct.” As the Principal Defendants knew or were reckless in not knowing, this
was false. In fact, investors paid on average 23% more for the shares in the SpaceX series fund

22

than Marketplace paid when it purchased them.
74. Pisciotti signed and distributed price confirmation letters to investors, which also
falsely stated there were no fees. For example, a Marketplace price confirmation letter signed by
Pisciotti for the TAE Technologies series fund dated July 20, 2021 stated, “Your investment will
have a management fee of 0%. Your investment will have a ‘carry percentage’ – back-end fee of
0%.” As the Principal Defendants knew or were reckless in not knowing, this was a lie. The
Principal Defendants sold interests in the TAE Technologies series fund at a 37% price increase
from the purchase price of the underlying shares.
75. GlobalX served as the organizer and investment adviser for at least seven
Marketplace Funds for which the Offering Documents misrepresented that there were no upfront
fees. For example, the PPM for the TAE Technologies series fund stated, “THE MANAGER
WILL NOT RECEIVE ANY COMMISSIONS OR FEES FOR THE SALE OF INTERESTS
PURSUANT TO THE MEMORANDUM,” and also, “The Manager will not receive a
management fee.” As explained above, as the Principal Defendants knew or were reckless in not
knowing, this was not true.
76. The Principal Defendants knew that significant fees and commissions other than
carried interest were paid out of investor funds to themselves, to Wilkos and LoPinto, and to
other sales agents. Between August 2020 and December 2021, records indicate that Principal was
paid at least $7 million in commissions for its successful solicitation of investors into the
Marketplace Funds.
77. These misrepresentations were material. Reasonable investors would have wanted
to know their investment’s fee structure and would have wanted to know that the Marketplace
Defendants significantly increased the price of purchasing an interest in pre-IPO shares.

23

2. The Principal Defendants Lied About their Ownership Interest in
the Pre-IPO Shares.

78. The Principal Defendants lied to prospective investors about the nature of
Defendants’ ownership interest in pre-IPO shares for the Marketplace Funds. For example, on
October 1, 2020, Principal, via a general e-mail address, falsely told a prospective investor
interested in investing in SpaceX, “We acquire shares from insiders of companies through our
direct contacts.” In fact during this period, the Marketplace Funds did not directly hold SpaceX
shares and only held interests in third-party funds that purportedly held shares in SpaceX.
Pisciotti, who managed Principal, knew that the Marketplace Funds had not directly acquired
SpaceX shares from insiders of the company because she also controlled GlobalX, which served
as the organizer and investment adviser for the Marketplace Fund SpaceX II series

fund and
assisted LoPinto with the indirect purchase of SpaceX and other pre-IPO stock through third
parties.
79. In addition, GlobalX misrepresented the source of the shares in the Offering
Documents for SpaceX and two other Marketplace Funds for which it served as organizer and
investment adviser. For example, the PPM for the SpaceX II series fund states, “The Portfolio
Company Securities will be acquired by the Fund directly from the Portfolio Company in a
private placement conducted by the Portfolio Company in accordance with Regulation D.”
Defendants never obtained SpaceX shares directly from SpaceX,

and as noted above, Pisciotti
knew or was reckless in not knowing these statements to investors regarding their ownership
interest in the shares were false because she was often involved in acquiring the shares for
Marketplace.
80. These misstatements were material. Prospective investors specifically asked
LoPinto, Wilkos, and Pisciotti about the source of the pre-IPO shares before committing to

24

making their investments because they cared about this issue. Reasonable investors would have
wanted to know that, rather than being given a unique opportunity to access pre-IPO shares
directly from the source, they were instead purchasing an indirect interest in the securities,
through a middleman.
3. Principal and Pisciotti Lied about Registration With the SEC.

81. Principal and Pisciotti lied about the Marketplace Funds and operating entities
being registered with the SEC. On October 1, 2020, a prospective investor sought assurances
about the credibility of Marketplace. Via email, someone who described themselves as the
“managing director and founder” of Principal responded that Principal “only work[s] with SEC
registered funds.” After being asked subsequently to provide “evidence showing that the fund
[Pre IPO Marketplace] . . . is registered with the SEC,” the Principal email sent a link to the
Form D for the offering, noting that it “show[s] they are registered with the SEC.” These and
other similar representations about SEC registration made by Principal were false.
82. As a previously licensed broker, former registered investment adviser
representative, and experienced securities industry professional, Pisciotti knew or was reckless in
not knowing that the Marketplace Funds and operating entities were not registered with the SEC.
83. These misrepresentations were material. Principal and Pisciotti referred investors
to their purported “registration” with the SEC precisely because they knew or should have
known that investors would interpret that to mean that their investment was safe. Reasonable
investors would have wanted to know that their investments were not under SEC supervision and
were neither safe nor legitimate.

25

III. DEFENDANTS VIOLATED SECURITIES ACT SECTION 5 BY OFFERING
AND SELLING SECURITIES WITH NO REGISTRATION STATEMENT IN
EFFECT OR APPLICABLE EXEMPTION.

84. Securities Act Section 5 [15 U.S.C. § 77e] makes it unlawful for any person,
directly or indirectly, to offer or sell securities, unless a registration statement is filed with the
Commission and is in effect as to such offer or sale.
85. None of the interests in the Marketplace Funds were offered or sold pursuant to a
registration statement filed with the Commission.
86. Marketplace, Principal, LoPinto, Wilkos, and Pisciotti took steps necessary to the
distribution of interests in the Marketplace Funds, including by soliciting investors and directing
others to do so too.
87. Marketplace purported to offer the interests in the Marketplace Funds pursuant to
Rule 506(c) of Regulation D [17 C.F.R. § 230.506(c)], which provides a safe harbor registration
exemption under Securities Act Section 4(a)(2) for qualifying private offerings.
88. To qualify for the Rule 506(c) safe-harbor, all purchasers of the securities sold
must be “accredited investors”—that is, for example, individual investors who had a net worth
(with their spouse) of more than $1 million or annual income exceeding $200,000 or joint
income exceeding $300,000. 17 C.F.R. §§ 230.501(a)(5), (a)(6). In addition, the issuer of the
securities must take reasonable steps to verify that the purchasers of the securities are accredited
investors, which may include reviewing documentation such as tax records and brokerage or
bank account statements. 17 C.F.R. § 230.506(c)(2)(ii).
89. Marketplace and Principal advertised to the general public. Both Marketplace and
Principal maintained public websites with information about the Marketplace Funds. They both

26

also advertised the Marketplace Funds through social media such as Facebook, Twitter, and
LinkedIn.
90. Neither Marketplace, Principal, LoPinto, Wilkos, or Pisciotti took reasonable
steps to verify that the purchasers of the securities in the Marketplace Funds were accredited
investors.
91. Aside from (1) occasionally purchasing cold call lists that purported to include
only accredited investors, and (2) requesting that investors self-certify their accredited investor
status, Marketplace, LoPinto, and Wilkos took no steps to verify accredited investor status for
investors they solicited.
92. In addition, Marketplace, LoPinto, and Wilkos took no steps to verify accredited
investor status for investors solicited by sales agents. The investors were simply instructed to
check the form on the subscription agreement indicating they were accredited investors, without
being provided further guidance on the meaning of “Accredited Investor.” Marketplace, LoPinto,
and Wilkos failed to verify these claims by asking for or collecting any of the types of documents
identified in Rule 506(c)(2)(ii) that would verify investors’ accredited status.
93. Similarly, Principal and Pisciotti took no steps to verify the accredited status of
any investors she or her agents solicited and in fact sold investments to unaccredited investors.
Moreover, Regulation D was unavailable from January 18, 2022 through October 17, 2022 for all
the Marketplace Funds open during this period because LoPinto served in a covered person role
while being disqualified under Rule 506(d)(1)(vi) of Regulation D. Specifically, LoPinto became a
bad actor under that rule during this time period due to a FINRA suspension that related to LoPinto
excessively trading in customers’ accounts. During the period of disqualification, LoPinto received
significant compensation from the offerings while also engaging in solicitations, was a “promoter”

27

as defined in Rule 405 who was “connected to the issuer” at the time of the sales of all of the
Marketplace Funds open during this period, and was an “investment manager” under Rule 506(d)
because he served as an investment adviser to many of the Marketplace Funds. See Rule 506(d)(1)
of Regulation D [17 C.F.R. § 230.506(d)(1)].
IV. DEFENDANTS ENGAGED IN UNREGISTERED BROKER-DEALER
ACTIVITY AND EMPLOYED UNLICENSED AND UNREGISTERED SALES
AGENTS IN VIOLATION OF EXCHANGE ACT SECTION 15.

94. Exchange Act Section 15(a)(1) makes it unlawful for any broker or dealer “to
effect any transaction in, or to induce or attempt to induce the purchase or sale of, any security”
unless such broker or dealer is registered with the Commission. 15 U.S.C. § 78o(a)(1).
95. Marketplace, Principal, LoPinto, Wilkos, and Pisciotti violated these provisions
by directly soliciting investors, negotiating between the Marketplace Funds and investors, and
handling customer funds and securities. Moreover, LoPinto, Wilkos and Pisciotti personally
received transaction-based compensation.
96. Additionally, Marketplace, Principal, LoPinto, Wilkos and Pisciotti hired, trained,
and ran sales agents to sell interests in the Marketplace Funds, to which they paid commissions
typically generated by the undisclosed price increases on the Marketplace Funds. These sales
agents, many of whom made cold calls to potential investors using lead lists and sales scripts
provided by Defendants, were not licensed or associated with registered brokerage firms.
97. Marketplace, Principal, LoPinto, Wilkos, and Pisciotti knew that the sales agents
they recruited to sell securities for Marketplace and Principal were not associated with a
registered broker at the time of those sales because Marketplace and Principal were not
registered brokers. Nevertheless, Marketplace, Principal, LoPinto, Wilkos, and Pisciotti paid
these unregistered sales agents commissions—that is, a percentage of the amounts of money they

28

raised for the Marketplace Funds. Marketplace paid at least $16 million in commissions to its
principals and sales agents who solicited investments, including between August 2020 and
December 2021, paying Principal at least $7 million in commissions for its successful
solicitation of investors into the Marketplace Funds.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Sections 17(a)
(All Defendants)

98. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
99. Defendants, 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: (i) knowingly or recklessly have employed one or more
devices, schemes, or artifices to defraud; (ii) knowingly, recklessly, or negligently have 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 (iii) knowingly, recklessly, or negligently
have engaged in one or more transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon the purchaser.
100. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)].

29

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

101. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
102. 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.
103. 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. § 240.10(b)-5].
THIRD CLAIM FOR RELIEF
Violations of Advisers Act Sections 206(1) and (2)
(Marketplace Defendants, GlobalX, and Pisciotti)

104. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
105. Marketplace, the Keyport Entities, and GlobalX were investment advisers under
Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] because, “for compensation,” they each
“engage[d] in the business of advising others . . . as to the value of securities or as to the
advisability of investing in, purchasing, or selling securities.” Keyport Partners, Keyport

30

Advisors and GlobalX were identified in the Offering Documents as investment advisers to the
various Marketplace Funds. Keyport Partners, Keyport Advisors and GlobalX performed these
functions in exchange for carried interest and in some instances upfront fees. Marketplace,
Keyport Partners, and Keyport Management served as managers to the various Marketplace
Funds, and had the ability to buy and sell assets of the various Marketplace Funds. In addition,
Marketplace and GlobalX were investment advisers because they purchased the pre-IPO shares
for the various Marketplace Funds, even where they had no formal role as organizer/investment
adviser or manager for a particular series fund.
106. LoPinto, Wilkos, and Pisciotti also were investment advisers under Advisers Act
Section 202(a)(11). LoPinto, Wilkos, and Pisciotti jointly performed the actual responsibilities of
this function, regardless of which entity was identified in the offering materials as providing
advice, including by advising the Marketplace Funds on which pre-IPO shares to purchase and at
what price. They further gave advice to the Marketplace Funds as to what funds would be used to
pay for these purchases. Each of them also received compensation in the form of commissions.
107. The Marketplace Defendants, GlobalX, and Pisciotti had an adviser-client
relationship with and therefore owed a fiduciary duty to the Marketplace Funds.
108. While acting as investment advisers, the Marketplace Defendants, GlobalX, and
Pisciotti, 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 transactions, practices, or courses of business that operated as a fraud or deceit upon
any client or prospective client.

31

109. By reason of the foregoing, the Marketplace Defendants, GlobalX, and Pisciotti
directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate
Advisers Act Section 206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
FOURTH CLAIM FOR RELIEF
Violations of Advisers Act Sections 206(4) and Rule 206(4)-8 Thereunder
(Marketplace Defendants, GlobalX, and Pisciotti)

110. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
111. The Offering Documents for the Marketplace Funds state that the purpose of each
Fund is to “invest in Portfolio Company Securities.” The same documents state that each Fund
relies on the exception in either Section 3(c)(1) or 3(c)(7) of the Investment Company Act.
112. For the reasons stated supra, ¶¶ 105-107, the Marketplace Defendants, GlobalX,
and Pisciotti were investment advisers under Advisers Act Section 202(11) [15 U.S.C. § 80b-
2(11)] and had an adviser-client relationship with and therefore owed a fiduciary duty to the
Marketplace Funds, which were pooled investment vehicles as defined in Rule 206(4)-8(b) [17
C.F.R. § 275.206(4)-8(b)].
113. While acting as investment advisers, the Marketplace Defendants, GlobalX, and
Pisciotti, by use of the mails or any means or instrumentality of interstate commerce, directly or
indirectly, knowingly, recklessly, or negligently: (i) made one or more untrue statements of
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, to
any investor or prospective investor in the pooled investment vehicle; and/or (ii) engaged in any
act, practice, or course of business which is fraudulent, deceptive, or manipulative, with respect
to any investor or prospective investor in the pooled investment vehicle.

32

114. By reason of the foregoing, the Marketplace Defendants, GlobalX, and Pisciotti,
directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate
Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R.
§ 275.206(4)-8].
FIFTH CLAIM FOR RELIEF
Violations of Securities Act Sections 5(a) and (c)
(Marketplace, LoPinto, Wilkos, Principal, and Pisciotti)

115. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
116. Marketplace, LoPinto, Wilkos, Principal, and Pisciotti, directly or indirectly,
singly or in concert, and notwithstanding the fact that there was no applicable exemption:
(i) made use of the means or instruments of transportation or communication in interstate
commerce or of the mails to sell, through the use or medium of a prospectus or otherwise,
securities as to which no registration statement was in effect; (ii) for the purpose of delivery after
sale, carried or caused to be carried through the mails or in interstate commerce, by means or
instruments of transportation, securities as to which no registration statement was in effect;
and/or (iii) made use of means or instruments of transportation or communication in interstate
commerce or of the mails to offer to sell, through the use or medium of a prospectus or
otherwise, securities as to which no registration statement had been filed.
117. By reason of the foregoing Marketplace, LoPinto, Wilkos, Principal, and Pisciotti,
directly or indirectly, have violated and, unless enjoined, will again violate Securities Act
Sections 5(a) and 5(c) [15 U.S.C. § 77e(a) and 77e(c)].

33

SIXTH CLAIM FOR RELIEF
Violations of Exchange Act Section 15(a)(1)
(Marketplace, LoPinto, Wilkos, Principal, and Pisciotti)

118. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
119. Marketplace, LoPinto, Wilkos, Principal, and Pisciotti, while not registered with
the Commission as a broker or dealer or associated with a registered broker or dealer, made use
of the mails or other means or instrumentality of interstate commerce to effect transactions in, or
to induce or attempt to induce the purchase or sale of, securities other than exempted securities
or commercial paper, bankers’ acceptances, or commercial bills.
120. By reason of the foregoing, Defendants, directly or indirectly, violated and, unless
enjoined, will again violate Exchange Act Section 15(a)(1) [15 U.S.C. § 78o].
SEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)
In the Alternative
(LoPinto and Wilkos)

121. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
122. As alleged above, Marketplace and the Keyport Entities violated Securities Act
Section 17(a) [15 U.S.C. § 77q(a)].
123. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to
Marketplace and the Keyport Entities with respect to their violations of Securities Act Section
17(a) [15 U.S.C. § 77q(a)].
124. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting
Marketplace’s and the Keyport Entities’ violations of Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)], and unless enjoined, will again aid and abet these violations.

34

EIGHTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)
In the Alternative
(Pisciotti)

125. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
126. As alleged above, Principal and GlobalX violated Securities Act Section 17(a) [15
U.S.C. § 77q(a)].
127. Pisciotti knowingly or recklessly provided substantial assistance to Principal and
GlobalX with respect to their violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
128. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s
and GlobalX’s violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)], and unless
enjoined, will again aid and abet these violations.
NINTH CLAIM FOR RELIEF
Aiding and Abetting Violations of
Exchange Act Section 10(b) and Rule 10b-5 Thereunder
In the Alternative
(LoPinto and Wilkos)

129. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
130. As alleged above, Marketplace and the Keyport Entities violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
131. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to
Marketplace and the Keyport Entities with respect to their violations of Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
132. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting
Marketplace’s and the Keyport Entities’ violations of Exchange Act Section 10(b) [15 U.S.C.

35

§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and unless enjoined, will again aid
and abet these violations.
TENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of
Exchange Act Section 10(b) and Rule 10b-5 Thereunder
In the Alternative
(Pisciotti)

133. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
134. As alleged above, Principal and GlobalX violated Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
135. Pisciotti knowingly or recklessly provided substantial assistance to Principal and
GlobalX with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
136. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s
and GlobalX’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5], and unless enjoined, will again aid and abet these violations.
ELEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of
Advisers Act Sections 206(1) and (2)
In the Alternative
(LoPinto and Wilkos)

137. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
138. As alleged above, Marketplace and the Keyport Entities violated Advisers Act
Sections 206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].

36

139. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to
Marketplace and the Keyport Entities with respect to their violations of Advisers Act Sections
206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
140. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting
Marketplace’s and Keyport Entities’ violations of Advisers Act Sections 206(1) and 206(2) [15
U.S.C. §§ 80b-6(1) and 80b-6(2)], and unless enjoined, will again aid and abet these violations.
TWELFTH CLAIM FOR RELIEF
Aiding and Abetting Violations of
Advisers Act Sections 206(1) and (2)
In the Alternative
(Pisciotti)

141. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
142. As alleged above, GlobalX violated Advisers Act Sections 206(1) and 206(2) [15
U.S.C. §§ 80b-6(1) and 80b-6(2)].
143. Pisciotti knowingly or recklessly provided substantial assistance to GlobalX with
respect to its violations of Advisers Act Sections 206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and
80b-6(2)].
144. By reason of the foregoing, Pisciotti is liable for aiding and abetting GlobalX’s
violations of Advisers Act Sections 206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and
unless enjoined, will again aid and abet these violations.

37

THIRTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of
Advisers Act Section 206(4) and Rule 206(4)-8 Thereunder
In the Alternative
(LoPinto and Wilkos)

145. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
146. As alleged above, Marketplace and the Keyport Entities violated Advisers Act
Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
147. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to
Marketplace and the Keyport Entities with respect to their violations of Advisers Act Section
206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
148. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting
Marketplace’s and the Keyport Entities’ violations of Advisers Act Section 206(4) [15 U.S.C.
§ 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8], and unless enjoined, will
again aid and abet these violations.
FOURTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of
Advisers Act Section 206(4) and Rule 206(4)-8 Thereunder
In the Alternative
(Pisciotti)

149. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
150. As alleged above, GlobalX violated Advisers Act Section 206(4) [15 U.S.C.
§ 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].

38

151. Pisciotti knowingly or recklessly provided substantial assistance to GlobalX with
respect to its violations of Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8
thereunder [17 C.F.R. § 275.206(4)-8].
152. By reason of the foregoing, Pisciotti is liable for aiding and abetting GlobalX’s
violations of Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder
[17 C.F.R. § 275.206(4)-8], and unless enjoined, will again aid and abet these violations.
FIFTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Sections 5(a) and (c)
In the Alternative
(LoPinto and Wilkos)

153. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
154. As alleged above, Marketplace violated Securities Act Sections 5(a) and (c) [15
U.S.C. § 77e].
155. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to
Marketplace with respect to its violations of Securities Act Sections 5(a) and (c) [15 U.S.C.
§ 77e].
156. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting
Marketplace’s violations of Securities Act Sections 5(a) and (c) [15 U.S.C. § 77e], and unless
enjoined, will again aid and abet these violations.

39

SIXTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Sections 5(a) and (c)
In the Alternative
(Pisciotti)

157. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
158. As alleged above, Principal violated Securities Act Sections 5(a) and (c) [15
U.S.C. § 77e].
159. Pisciotti knowingly or recklessly provided substantial assistance to Principal with
respect to its violations of Securities Act Sections 5(a) and (c) [15 U.S.C. § 77e].
160. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s
violations of Securities Act Sections 5(a) and (c) [15 U.S.C. § 77e], and unless enjoined, will
again aid and abet these violations.
SEVENTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 15(a)(1)
In the Alternative
(LoPinto and Wilkos)

161. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
162. Marketplace violated Exchange Act Section 15(a)(1) [15 U.S.C. § 78o] in selling
the Marketplace Funds.
163. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to
Marketplace with respect to their violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o].
164. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting
Marketplace’s violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o], and unless
enjoined, LoPinto and Wilkos will again aid and abet these violations.

40

EIGHTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 15(a)(1)
In the Alternative
(Pisciotti)

165. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
166. Principal violated Exchange Act Section 15(a)(1) [15 U.S.C. § 78o] in selling the
Marketplace Funds.
167. Pisciotti knowingly or recklessly provided substantial assistance to Principal with
respect to its violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o].
168. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s
violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o], and unless enjoined, Pisciotti
will again aid and abet these violations.
NINETEENTH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
Under Section 20(a) of the Exchange Act
(LoPinto and Wilkos)
169. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
170. As alleged above, the Marketplace Defendants violated Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10(b)-5].
171. At all relevant times, Defendants LoPinto and Wilkos were control persons of the
Marketplace Defendants for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)].
172. At all relevant times, Defendants LoPinto and Wilkos exercised power and control
over the Marketplace Defendants, including by managing and directing those entities, and by

41

directing and participating in the acts constituting the Marketplace Defendants’ violations of the
securities laws.
173. By reason of the foregoing, Defendants LoPinto and Wilkos are liable as control
persons under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for the Marketplace
Defendants’ violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10(b)-5].
TWENTIETH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
Under Section 20(a) of the Exchange Act
(Pisciotti)
174. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
175. As alleged above, Principal and GlobalX violated Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10(b)-5].
176. At all relevant times, Defendant Pisciotti was a control person of Principal and
GlobalX for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)].
177. At all relevant times, Defendant Pisciotti exercised power and control over
Principal and GlobalX, including by managing and directing those entities, and by directing and
participating in the acts constituting Principal’s and GlobalX’s violations of the securities laws.
178. By reason of the foregoing, Defendant Pisciotti is liable as a control person under
Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Principal’s and GlobalX’s violations
of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R.
§ 240.10(b)-5].

42

TWENTY-FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 15(a)(1)
Under Section 20(a) of the Exchange Act
(LoPinto and Wilkos)
179. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
180. As alleged above, Marketplace violated Exchange Act Section 15(a)(1) [15 U.S.C.
§ 78o].
181. At all relevant times, Defendants LoPinto and Wilkos were control persons of
Marketplace for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)].
182. At all relevant times, Defendants LoPinto and Wilkos exercised power and control
over Marketplace, including by managing and directing that entity, and by directing and
participating in the acts constituting Marketplace’s violations of the securities laws.
183. By reason of the foregoing, Defendants LoPinto and Wilkos are liable as control
persons under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Marketplace’s
violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o].
TWENTY-SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 15(a)(1)
Under Section 20(a) of the Exchange Act
(Pisciotti)
184. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 97.
185. As alleged above, Principal violated Exchange Act Section 15(a)(1) [15 U.S.C.
§ 78o].
186. At all relevant times, Defendant Pisciotti was a control person of Principal for
purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)].

43

187. At all relevant times, Defendant Pisciotti exercised power and control over
Principal, including by managing and directing that entity, and by directing and participating in
the acts constituting Principal’s violations of the securities laws.
188. By reason of the foregoing, Defendant Pisciotti is liable as a  control person under
Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Principal’s violations of Exchange
Act Section 15(a)(1) [15 U.S.C. § 78o].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
 In a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure,
permanently restraining and enjoining (1) Defendants, their agents, servants, employees, and
attorneys and all persons in active concert or participation with any of them from violating, or
aiding and abetting violations of, directly or indirectly, Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10(b)-5] and Securities Act Section 17(a)
[15 U.S.C. § 77q(a)]; (2) the Marketplace Defendants, GlobalX, and Pisciotti, their agents,
servants, employees, and attorneys and all persons in active concert or participation with any of
them from violating, or aiding and abetting violations of, directly or indirectly, Advisers Act
Sections 206(1), 206(2), and 206(4) [15 U.S.C. §§ 80b-6(1), (2), and (4)] and Rule 206(4)-8
thereunder [17 C.F.R. § 275.206(4)-8]; (3) Marketplace, LoPinto, Wilkos, Principal, and
Pisciotti, their agents, servants, employees, and attorneys and all persons in active concert or
participation with any of them from violating, or aiding and abetting violations of, directly or
indirectly, Securities Act Sections 5(a) and 5(c) [15 U.S.C. § 77e(a) and 77e(c)]; and

44

(4) Marketplace, LoPinto, Wilkos, Principal, and Pisciotti, their agents, servants, employees, and
attorneys and all persons in active concert or participation with any of them from violating, or
aiding and abetting violations of, directly or indirectly, Exchange Act Section 15(a)(1) [15 U.S.C.
§ 78o];
II.
Ordering Defendants to disgorge, on a joint and several basis, the ill-gotten gains they
received as a result of the violations alleged herein 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)];
III.
Ordering Defendants to each pay a civil money penalty 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 [15 U.S.C. § 80b-9];
IV.
Ordering that Defendants LoPinto, Wilkos, and Pisciotti be barred from serving as an
officer or director of a public issuer pursuant to Section 20(e) of the Securities Act [15 U.S.C.
§ 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]; and
V.
 Permanently restraining and enjoining LoPinto from directly or indirectly, including (but
not limited to) through any entity owned or controlled by him, participating in the issuance,
purchase, offer, or sale of any security; provided, however, that such injunction shall not prevent
him from purchasing or selling securities listed on a national securities exchange for his own
personal account.

45

VI.
Granting such other and further relief as this Court may deem equitable and just.
JURY DEMAND
 The Commission demands a jury in this matter for all claims so triable.

Dated: September 30, 2024     Respectfully submitted,
By: /s/ John B. Timmer
John B. Timmer (pending admission pro hac vice)
Daniel J. Ball (pending admission pro hac vice)
Randall D. Friedland (pending admission pro hac vice)
Eleanor J.G. Wasserman
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
(202) 551-7687 (Timmer)
(202) 551-5987 (Ball)
(202) 551-5284 (Friedland)
(202) 551-3992 (Wasserman)
Email: [email protected]
Email: [email protected]
Email: [email protected]
Email: [email protected]

Attorneys for the Plaintiff

1 
 

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

____________________________________________ 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff,  

v.    
 
THE PRE IPO MARKETPLACE INC.; 
KEYPORT VENTURE PARTNERS, LLC; 
KEYPORT VENTURE MANAGEMENT, LLC; 
KEYPORT VENTURE ADVISORS, LLC; 
PRINCIPAL PRE-IPO CONSULTING GROUP 
LLC; GLOBALX VC LLC; JOHN LOPINTO; 
ROBERT WILKOS; and LAREN PISCIOTTI, 
 

  Defendants.   

Case No.: 24-cv-6886 

ECF CASE 
 
COMPLAINT 
 
 
 
JURY TRIAL DEMANDED 

 
COMPLAINT 

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

Complaint against The Pre IPO Marketplace Inc. (“Marketplace”); Keyport Venture Partners, 

LLC (“Keyport Partners”); Keyport Venture Management, LLC (“Keyport Management”); 

Keyport Venture Advisors, LLC (“Keyport Advisors”); Principal Pre-IPO Consulting Group LLC 

(“Principal”); GlobalX VC LLC (“GlobalX”); John Michael LoPinto (“LoPinto”); Robert Wilkos 

(“Wilkos”); and Laren Pisciotti (“Pisciotti”) (collectively, “Defendants”), alleges as follows: 

SUMMARY 

1. From at least October 2019 until December 2022, Defendants raised 

approximately $120 million from over 900 investors in the United States and abroad by 

marketing and selling securities, in the form of interests in private funds (the “Marketplace 

Funds”) that purportedly held stock in private companies that had not yet held initial public 

offerings (“pre-IPO companies”). But Defendants procured investor funds by fraud. Specifically, 

to attract investors, Defendants, directly and indirectly through their unregistered sales agents, 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 1 of 45 PageID #: 1



2 
 

made false and misleading statements about the securities they purported to sell. Among the 

misrepresentations: (a) certain Defendants falsely told investors that the Marketplace Funds 

owned shares in the pre-IPO companies at the time they were sold to investors, when, in fact, 

they either did not own the shares or did not own enough shares to cover all interests that had 

been sold; (b) Defendants falsely told investors there were no upfront fees or commissions when, 

in fact, they paid themselves and their sales agents at least $16 million in commissions through 

undisclosed price increases; (c) Defendants falsely claimed that they acquired pre-IPO shares 

directly from the pre-IPO companies or their employees, when Defendants typically either 

acquired them second-hand or purchased interests in third-party funds that purported to own the 

shares; and (d) Defendants told investors that their funds and operating entities were registered 

with the SEC, when they were not, and promoted to investors SEC filings (specifically SEC 

Forms D) containing false information about the Marketplace Funds and/or the operating 

entities. 

2. Defendants and their agents made these false and misleading statements in 

telephone conversations and emails with prospective investors, as well as in various offering 

documents related to the investments that the Defendants and their agents provided to investors. 

3.  In addition, Marketplace, Keyport Partners, Keyport Management, Keyport 

Advisors, LoPinto, and Wilkos (collectively, the “Marketplace Defendants”) represented to 

investors that the assets of each Marketplace fund would remain segregated from all other series 

funds, even though assets were regularly commingled. And LoPinto, who had a lengthy history 

of infractions related to securities regulations, used an alias to conduct business in order to hide 

his troubled history from investors. 

 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 2 of 45 PageID #: 2



3 
 

4. As a result of Defendants’ fraud, investors suffered substantial pecuniary harm. 

Many investors never received the pre-IPO shares that they were promised when they invested in 

the Marketplace Funds, even after the company at issue subsequently went public. Those 

investors who actually received the pre-IPO securities they were promised often paid a 

substantial price increase and were charged hidden costs and fees. Defendants and their agents, 

meanwhile, made millions of dollars in undisclosed commissions. 

5. The SEC brings this action pursuant to Sections 20(b) and 20(d) of the Securities 

Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b) and 77t(d)]; Section 21(d) of the Securities 

Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)]; and Sections 209(d) and 209(e) of 

the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-9(d) and 80b-9(e)]. 

6. The SEC seeks a permanent injunction against Defendants that enjoins them from 

engaging in the transactions, acts, practices, and courses of business alleged in this Complaint; 

disgorgement of all ill-gotten gains from the unlawful conduct set forth in this Complaint 

pursuant to Sections 21(d)(3), 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)], together with prejudgment interest; civil penalties as to 

each Defendant pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section 

21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209 of the Advisers Act [15 

U.S.C. § 80b-9]; an officer or director bar pursuant to Section 20(e) of the Securities Act [15 

U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d0(2)]; a permanent 

injunction against LoPinto barring him from directly or indirectly, including (but not limited to) 

through any entity owned or controlled by him, participating in the issuance, purchase, offer, or 

sale of any security, provided, however, that such injunction shall not prevent him from 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 3 of 45 PageID #: 3



4 
 

purchasing or selling securities listed on a national securities exchange for his own personal 

account; and such other relief as the Court may deem just and proper. 

JURISDICTION AND VENUE 

7. 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(a) [15 U.S.C. § 80b-14(a)]. 

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

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

practices, and courses of business alleged herein. 

9. 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] 

because certain of the acts, practices, and courses of conduct constituting violations of the federal 

securities laws occurred within this district. Defendant LoPinto resides within this district, and at 

least one of the victims of the fraud alleged herein resides within this district. 

DEFENDANTS 

A.  The Pre IPO Marketplace Defendants 

10. The Pre IPO Marketplace Inc. (“Marketplace”), a Delaware corporation based in 

New Jersey, has never been registered with the Commission in any capacity. Marketplace is 

owned equally in 50% shares by LoPinto and Wilkos and is entirely controlled by them. 

Marketplace is the manager for 22 of the 31 Marketplace Funds.  

11. Keyport Venture Partners, LLC (“Keyport Partners”), a Delaware limited liability 

company based in New Jersey, has never been registered with the Commission in any capacity. 

Keyport Partners is owned equally in 50% shares by LoPinto and Wilkos and is entirely 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 4 of 45 PageID #: 4



5 
 

controlled by them. Keyport Partners is the manager for seven of the 31 Marketplace Funds and 

serves as the organizer and investment adviser for 23 of the 31 Marketplace Funds. 

12. Keyport Venture Management, LLC (“Keyport Management”), a New Jersey 

limited liability company based in New Jersey, has never been registered with the Commission in 

any capacity. Keyport Management is owned equally in 50% shares by LoPinto and Wilkos and 

is entirely controlled by them. Keyport Management is the manager for one of the Marketplace 

Funds. 

13. Keyport Venture Advisors, LLC (“Keyport Advisors,” and together with Keyport 

Partners and Keyport Management, “the Keyport Entities”), a New Jersey limited liability company 

based in New Jersey, has never been registered with the Commission in any capacity. Keyport 

Advisors is owned equally in 50% shares by LoPinto and Wilkos and is entirely controlled by them. 

Keyport Advisors is the organizer and investment adviser for one of the Marketplace Funds. In 

October 2019, LoPinto and Wilkos founded the Keyport Venture Partners LLC Fund (“Keyport 

Fund”), with Keyport Advisors listed as the manager. In September 2020, the SEC alleged that 

LoPinto and Wilkos misrepresented to investors that one fund already held shares of a pre-IPO 

company, when in reality they knew they were having difficulty locating shares. The SEC 

instituted settled public administrative and cease-and-desist proceedings against Keyport 

Advisors, LoPinto, and Wilkos for violating the Advisers Act based on this conduct. Keyport 

Advisors, LoPinto, and Wilkos were subject to a cease-and-desist order, censure, and a $80,000 

civil penalty. 

14. John Michael LoPinto, 46, resides in Staten Island, New York. LoPinto is a co-

founder and co-owner of Marketplace; The Pre-IPO Marketplace, LLC, see infra ¶ 19; and the 

Keyport Entities. He previously held Series 7 and 63 licenses and was a registered representative 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 5 of 45 PageID #: 5



6 
 

associated with seven registered broker-dealers from 2002 until 2019. In 2020, the SEC charged 

LoPinto for violating Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder. See supra 

¶ 13. LoPinto is also subject to certain customer complaints through arbitrations involving FINRA, 

a self-regulatory organization to which most Commission-registered broker-dealers belong. In 2022, 

FINRA sanctioned LoPinto for excessively trading in customers’ accounts. LoPinto paid a fine and 

restitution and was suspended by FINRA from January 18, 2022 through October 17, 2022.  

15. Robert R. Wilkos, 56, resides in Holmdel, New Jersey. Wilkos is a co-founder and 

co-owner of Marketplace; The Pre-IPO Marketplace, LLC, see infra ¶ 19; and the Keyport 

Entities. Wilkos previously held Series 7 and 63 licenses and was a registered representative 

associated with five registered broker-dealers from 1998 until 2009. In 2020, the SEC charged 

Wilkos for violating Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder. See supra 

¶ 13. 

B.  The Principal Pre-IPO Defendants (The “Principal Defendants”) 

16. Principal Pre-IPO Consulting Group LLC (“Principal”), a New Jersey limited 

liability company based in New Jersey, has never been registered with the Commission in any 

capacity. Although owned in name by Individual A and Individual B who hold 95% and 5% 

interests, Principal is controlled by Laren Pisciotti. Principal marketed and referred investors to 

the Marketplace Funds. 

17. GlobalX VC LLC (“GlobalX”), a Delaware limited liability company based in 

New Jersey, has never been registered with the Commission in any capacity. GlobalX is 100% 

owned and controlled by Laren Pisciotti. GlobalX serves as the organizer and investment adviser 

for seven of the 31 Marketplace Funds. 

18. Laren Pisciotti, 36, resides in Manalapan, New Jersey. Pisciotti is the founder and 

owner of GlobalX, and she controls Principal. Pisciotti was previously a registered representative 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 6 of 45 PageID #: 6



7 
 

and a registered investment advisory representative and was associated with four registered broker-

dealers (one of which was dually registered as an investment adviser) and an additional registered 

investment adviser from 2009 until 2020. Pisciotti previously held Series 7, 63, and 66 licenses.  

OTHER RELEVANT ENTITY 

19. The Pre-IPO Marketplace, LLC, a Delaware corporation based in New Jersey, has 

never been registered with the Commission in any capacity. The Pre-IPO Marketplace, LLC 

serves as the Master LLC for 30 of the 31 Marketplace Funds. 

FACTS 

I. THE MARKETPLACE DEFENDANTS DEFRAUDED INVESTORS BY 
SELLING INTERESTS IN THE MARKETPLACE FUNDS. 
 
A. Background 

 
20. In August 2020, LoPinto and Wilkos formed the Marketplace Funds, a group of 

private investment funds purportedly established to make equity investments in pre-IPO 

companies. Between July 2020 and December 2022, based on an analysis of Marketplace’s 

records, the Marketplace Funds grew to include at least 31 private investment funds purportedly 

holding securities in 27 different pre-IPO issuers, raising approximately $120 million in 

investments. LoPinto and Wilkos set up a separate company, The Pre IPO Marketplace Inc. 

(“Marketplace”), to manage most of the funds.  

21. Shares of pre-IPO companies are often held by early-stage investors and private 

company employees and typically are not widely available to the investing public. They can be 

attractive to investors when there is a perceived high demand for shares, and therefore potential 

for substantial returns in the event the company later makes a public offering. 

22. As devised by LoPinto and Wilkos, Marketplace’s business model was 

purportedly to acquire shares in successful private companies that were expected to conduct an 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 7 of 45 PageID #: 7



8 
 

IPO in the near future and then sell those interests to investors through the Marketplace Funds. 

Investors were told that they would own shares in the fund specific to the pre-IPO company in 

which they were interested. After the pre-IPO company had its IPO, the fund would then 

distribute the underlying shares of the now-public company to the fund investors.  

23. In reality, rather than acquire shares in private companies as they told investors, 

Marketplace, LoPinto, and Wilkos most often acquired interests in other third-party funds that 

themselves purported to own shares, and only occasionally did what they promised by 

purchasing actual pre-IPO shares directly from the private companies. 

24. LoPinto, and occasionally Wilkos, sought to obtain shares or an interest in the 

pre-IPO company from the third party funds. Specifically, they made decisions about which 

issuers to purchase and what price to pay, led negotiations with the third-party fund or holders of 

the pre-IPO shares, and entered into agreements to acquire the interest. LoPinto and Wilkos also 

decided which funds to use to acquire the interest in the pre-IPO company and wired money to 

fund acquisitions. Marketplace purchased some or all of the pre-IPO interests for most of the 

Marketplace Funds. 

25. LoPinto and Wilkos directly and indirectly, through unregistered agents, provided 

investors in the Marketplace Funds offering documents related to their investments, including a 

private placement memorandum (“PPM”), operating agreement, subscription agreement, price 

confirmation letter, and welcome letter (collectively the “Offering Documents”). These Offering 

Documents described how each “series” of the Marketplace Funds was designed to invest in the 

shares of a single pre-IPO company. For example, “Company A, A Series of the Pre-IPO 

Marketplace, LLC” purportedly owned pre-IPO shares of a particular pre-IPO company 

(“Company A”). Thus, at least according to the Offering Documents, an investor in “Company 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 8 of 45 PageID #: 8



9 
 

A, A Series of the Pre-IPO Marketplace, LLC” would own a proportionate interest in the pre-

IPO shares of Company A owned by that series fund. 

26. Each series fund was established for the purpose of making an equity investment 

in a specific pre-IPO company, including some well-known private companies like SpaceX and 

Robinhood. Based on an analysis of Marketplace’s records, between July 2020 and December 

2022, the Marketplace Funds grew to include at least 31 private investment funds holding 

securities concerning 27 different issuers, and raising approximately $120 million from 

investors. 

27. Most of the Offering Documents listed Marketplace, Keyport Partners, or Keyport 

Management (the entities owned and operated by Wilkos and LoPinto) as the fund manager. The 

Offering Documents listed Keyport Partners as the organizer for most of the Marketplace Funds. 

Each fund’s Offering Documents also stated that the organizer would act as the investment 

adviser to the fund.  

28. The Offering Documents for the Marketplace Funds specified that interests in the 

funds were being offered only to investors who were “accredited” within Rule 501 of Regulation 

D under the Securities Act.  

29. LoPinto and Wilkos frequently distributed Offering Documents to investors. 

B. Marketplace Solicited Investors Using Unregistered Sales Agents and 
Broker-Dealers. 

 
30.  Marketplace, through its principals LoPinto and Wilkos, employed sales agents 

who solicited potential investors for the Marketplace Funds by cold calling, sending emails, or 

connecting through social media. LoPinto and Wilkos provided office space, equipment, and, at 

times, lead sheets, sales scripts, and instructions to these sales agents.  

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 9 of 45 PageID #: 9



10 
 

31. In addition, Marketplace worked with several third-party entities and individuals 

who solicited potential investors for the Marketplace Funds.  

32. LoPinto and Wilkos also solicited investors directly themselves, cold calling 

potential investors and reaching out to prospective investors through email or social media.  

33. Marketplace paid its sales agent employees and third-party sales agents a 

commission for successfully soliciting investors. That commission was based on a percentage of 

the price increase on the investment, meaning the difference between the price at which 

Defendants purchased the pre-IPO shares and the price at which they sold shares to the investors 

through the Marketplace Funds.  LoPinto and Wilkos also paid themselves commissions for their 

own successful solicitations and agreed to split the profits on shares equally between the two of 

them after any sales agents had been paid their commissions.  

34. Between approximately February 2020 and August 2022, Marketplace paid at 

least $16 million in commissions to LoPinto, Wilkos, and its sales agents who solicited the 

investments.  

35. At all relevant times, neither LoPinto, Wilkos, nor the sales agents they managed 

were registered with the SEC as brokers nor were they associated with any broker-dealer or any 

other entity registered with the SEC. 

C. The Marketplace Defendants Made Multiple Misrepresentations to 
Investors. 
 

36. The Marketplace Defendants made a series of misrepresentations to investors 

about the securities they were purporting to sell. Specifically, they misrepresented their 

ownership of the pre-IPO securities at issue, misrepresented the source of the securities they 

purported to purchase, lied about not charging fees and commissions, concealed the role played 

by LoPinto in the management and operation of the Marketplace Funds, falsely claimed that the 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 10 of 45 PageID #: 10



11 
 

funds were registered with and supervised by the SEC, and misrepresented that investor money 

would be segregated by fund, even though they were frequently commingled.  

1. The Marketplace Defendants Lied About Owning Pre-IPO Shares. 
 

37. The Marketplace Defendants falsely represented to prospective investors during 

the solicitation process (directly and indirectly through sales agents) that the Marketplace Funds 

owned the pre-IPO shares underlying the Marketplace Funds. Notwithstanding these 

representations to investors, and as the Marketplace Defendants knew or were reckless in not 

knowing, the Marketplace Funds often did not own the underlying shares in the pre-IPO 

companies at the time the interests in the series funds were sold to investors or did not own 

enough shares to cover all interests that had been sold.  

38. The Marketplace Defendants misrepresented their ownership interest in their 

welcome letters for the different Marketplace Funds, which were disseminated to investors and 

some of which were unsigned or came from email accounts generically named “Investor 

Relations” or “Info.” For example, a December 11, 2020 welcome letter to a Pre-IPO 

Marketplace investor misrepresented that the series fund “currently holds a beneficial interest of 

shares of common stock of Airbnb.” At the time, as the Marketplace Defendants knew or were 

reckless in not knowing, the fund held no such interest. Similarly, a June 21, 2021 welcome letter 

to a different Pre-IPO Marketplace investor misrepresented that the fund “currently holds a 

beneficial interest in shares of common stock of Addepar.” Again, as the Marketplace Defendants 

knew or were reckless in not knowing, the fund held no such interest at that time. 

39. Based on an analysis of Marketplace’s records, as of December 2022, 

Marketplace Defendants operated the Marketplace Funds at a share deficit with respect to 

approximately 18 out of 27 issuers. In other words, for approximately 18 of the 27 issuers, the 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 11 of 45 PageID #: 11



12 
 

Marketplace Defendants sold more shares than they ever owned. The Marketplace Defendants 

were aware of the shortfalls and discussed them via text message. At times, part of the model the 

Defendants used to operate their business included raising the money from investors first and 

then purchasing the shares. As LoPinto told Pisciotti via text on August 25, 2020, “We will raise 

the funds from the clients then make the purchase.”  

40. The Marketplace Defendants were, at times, able to purchase pre-IPO shares for 

the Marketplace Funds sufficient to cover the interests that they had already sold. Other times, 

however, the Marketplace Defendants failed to obtain enough pre-IPO shares to cover the 

interests they had already sold, resulting in shortfalls. To cover shortfalls, Marketplace, the 

Keyport Entities, and LoPinto sometimes resorted to purchasing shares on the open market after 

the initial public offering, contrary to their representations to investors.  

41. Many Marketplace Fund investors still have not received any distributions for 

their investments, including for investments in which the underlying company made its IPO as 

early as 2020. In addition, for at least 16 of the Marketplace Funds, the Marketplace Defendants 

raised funds from investors prior to purchasing any shares of the underlying companies. In one 

instance, 287 days elapsed between the Marketplace Defendants’ receipt of investor funds (over 

$350,000) and the first purchase of the shares.  

42. The Marketplace Defendants’ repeated offers to sell to investors interests in pre-

IPO shares that, contrary to their statements, they did not own were materially false and 

misleading. Reasonable investors would have wanted to know that the Marketplace Defendants 

did not own the interest in pre-IPO shares that they were supposedly selling, facts that the 

Marketplace knew or were reckless in not knowing. Reasonable investors would also have 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 12 of 45 PageID #: 12



13 
 

wanted to know that there was no guarantee that they would ever receive the interest in pre-IPO 

shares that they thought they were purchasing.  

2. The Marketplace Defendants Lied About How They Would Acquire 
the Pre-IPO Shares. 
 

43. The Marketplace Defendants lied to prospective investors about the nature of their 

investment in the pre-IPO shares, including falsely representing to investors that the shares they 

were purchasing were “direct”—i.e., shares purchased directly from the pre-IPO company or its 

employees and thereby owned directly by the Marketplace Fund, instead of an indirect interest 

owned through another fund. For example, on December 23, 2020 and February 22, 2021, 

respectively, LoPinto told prospective investors that Robinhood shares were purchased from 

“Robinhood directly” or as a “direct transfer from Robinhood,” when in fact, as the Marketplace 

Defendants knew or were reckless in not knowing, the Marketplace Fund never purchased shares 

directly from Robinhood.  

44. The Marketplace Defendants made similar misrepresentations about the source of 

the shares in their Offering Documents, including in their PPMs. For example, the PPM for 

Addepar stated that “[t]he Portfolio Company [Addepar] Securities will be acquired by the Fund 

directly from the Portfolio Company in a private placement conducted by the Portfolio 

Company” (emphasis added). This was false, as the Marketplace Defendants knew or were 

reckless in not knowing. The Marketplace Defendants bought shares for Addepar from third-

party entities and interests in a third-party fund that purportedly held Addepar shares, and not 

from the company or its employees.  

45. These misstatements were material. Prospective investors specifically asked 

LoPinto, Wilkos, and Pisciotti about the source of the pre-IPO shares before committing to 

making their investments because they cared about this issue. Reasonable investors would have 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 13 of 45 PageID #: 13



14 
 

wanted to know that, rather than being given a unique opportunity to access pre-IPO shares 

directly from the source, they were instead purchasing an indirect interest in the securities, 

through a middleman.  

3. The Marketplace Defendants Lied About Fees and Commissions.  
 

46. The Marketplace Defendants also lied to investors about fees and commissions 

they charged. As part of their standard sales pitch in soliciting investors, the Marketplace 

Defendants falsely told investors that they would be charged no fees, and that the Marketplace 

Defendants would only take “carried interest” on the “backend”—meaning a percentage of the 

profit when the shares were sold after the company made its initial public offering. For example, 

Wilkos wrote in a November 20, 2020 email to a potential investor in the Airbnb series fund, 

“[W]e don’t charge you any fees. We have a commission structure from 1-10% maximum on 

your profit only, when it’s time to sell your shares.” Similarly, on November 17, 2020, LoPinto 

wrote to a potential investor in the Airbnb series fund, “No maint fees will be passed on. No 

expenses will be passed on to the investors...The carry percentage is in the terms on the 

documents. No fees or expenses. No operating expenses.”  As the Marketplace Defendants knew 

or were reckless in not knowing, these statements were false and misleading. 

47. Similarly, the Offering Documents for the Marketplace Funds contained false 

information about the existence of fees and commissions. The PPMs for 25 out of 31 of the 

Marketplace Funds stated that no upfront fees would be paid to the funds’ managers and 

organizers. For example, the PPM for most of the series funds states, on the first page in all 

capital letters, “THE MANAGER WILL NOT RECEIVE ANY COMMISSIONS OR FEES FOR 

THE SALE OF INTERESTS PURSUANT TO THE MEMORANDUM.” As the Marketplace 

Defendants knew or were reckless in not knowing, these statements were false and misleading. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 14 of 45 PageID #: 14



15 
 

48. The welcome letters investors received as part of their investment materials also 

represented that that there were no upfront fees. For example, the welcome letter for one 

Marketplace Fund investor stated, “No fees have been deducted and $249,885.00 has been 

applied to [the investment],” and also indicated, “The following fees have been deducted from 

your capital contribution: 0 Management Fees.” As the Marketplace Defendants knew or were 

reckless in not knowing, these statements were false and misleading. 

49. Similarly, certain public filings concerning the Marketplace Funds also 

misrepresented that there were no upfront fees.  A third party manager and administrator filed 

SEC Forms D, which were publicly available for two of the Marketplace Funds: one for the 

SpaceX series fund in September 2021 and one for the Airbnb series fund in January 2021. The 

Forms D filed for the SpaceX and Airbnb series funds stated that both funds paid $0 in sales 

commissions and finders’ fees, and $12,500 and $10,500 in payments to executive officers, 

directors, or promoters, respectively. 

50. Contrary to these representations and unbeknownst to investors, and as the 

Marketplace Defendant knew or were reckless in not knowing, Marketplace’s records indicate 

that it charged investors a price increase on the pre-IPO shares offered for 23 out of 27 pre-IPO 

companies covered by the Marketplace Funds, with the price increase averaging 21% and 

ranging from between 1% and 60%. The prices paid by investors for their interest in the series 

fund was purportedly the price of the underlying shares in the pre-IPO company. In reality, the 

Marketplace Defendants charged a price increase and pocketed the difference.  

51. Again, this was not an accident, but rather part of the business model. In text 

exchanges, Wilkos and LoPinto discussed what price increase they should charge for various pre-

IPO shares and how the price increase would be split among themselves and sales agents.  

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 15 of 45 PageID #: 15



16 
 

52. These misrepresentations were material. Reasonable investors would have wanted 

to know their investment’s fee structure and would have wanted to know that the Marketplace 

Defendants significantly increased the price of purchasing an interest in pre-IPO shares. 

4. The Marketplace Defendants Concealed LoPinto’s Role in  
Marketplace. 

 
53. The Marketplace Defendants also misled investors about LoPinto’s identity and 

involvement in the Marketplace Funds, thereby concealing his disciplinary history. After LoPinto 

and Wilkos settled with the SEC in September 2020, the offering materials related to the 

Marketplace Funds were altered to remove any reference to LoPinto as part of the management 

of the fund and frequently only included Wilkos as a “Manager Contact.” In October 2020, 

LoPinto began using the name “John Michael,” when corresponding with investors (Michael is 

LoPinto’s middle name). Around December 2020, the signatory on the welcome letters was 

changed from LoPinto to “Investor Relations.” In addition, LoPinto’s LinkedIn profile, which 

identifies him as the CEO of Marketplace, used the name “John Michael.” Investors who 

invested in the Marketplace Funds after LoPinto began using the name “John Michael,” were 

unaware of his prior disciplinary history.  

54. Though LoPinto’s full name was removed from the Offering Documents, 

LoPinto’s actual role in the business remained unchanged. He continued recruiting and 

overseeing sales agents, soliciting investors, managing corporate bank accounts, and making 

investment decisions, such as which pre-IPO stocks to buy, when, and for what price. Wilkos 

knew of and actively participated in concealing the role LoPinto played throughout the duration 

of their business relationships.  

55. The Marketplace Defendants’ concealment of LoPinto’s role in the Marketplace 

Funds was material. Reasonable investors would have wanted to know that one of the managers 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 16 of 45 PageID #: 16



17 
 

of the Marketplace Funds had run afoul of both FINRA and the SEC. Indeed, investors who 

subsequently discovered his real identity stated that they would not have invested with him had 

they known about his disciplinary history.  

5. Marketplace, LoPinto, and Wilkos Lied About Registration With 
and Supervision by the SEC. 

 
56. In order to suggest their investment would be safe and legitimate, Marketplace, 

LoPinto, and Wilkos told prospective investors that the Marketplace Funds and operating entities 

were registered with or under the supervision of the SEC.  

57. At no point in time were the Marketplace Funds or any of the operating entities 

registered with the SEC. 

58. For example, in a November 10, 2021 email, in response to an investor that raised 

questions about whether Marketplace was a “fraudulent company,” Wilkos attempted to reassure 

the individual by saying, “[W]e are under SEC supervision so I can assure you, your investment 

is SAFE AND SECURE.” None of the entities involved with the Marketplace Funds were under 

the SEC’s “supervision.”  

59. Similarly, in a November 11, 2022, email to an investor, LoPinto sent a link to the 

Form D for a SpaceX series fund to a prospective investor, writing, “We [Marketplace] are 

registered with the SEC.”  

60. As previously licensed and experienced securities industry professionals, LoPinto 

and Wilkos knew or were reckless in not knowing that the Marketplace Funds and the operating 

entities were not SEC registered or under the SEC’s “supervision,” as they had falsely told 

investors.  

61. These misrepresentations were material. LoPinto referred investors to their 

purported “registration” with the SEC precisely because he knew or should have known that 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 17 of 45 PageID #: 17



18 
 

investors would interpret that to mean that their investment was safe. Reasonable investors 

would have wanted to know that their investments were not under SEC “supervision” and were 

neither safe nor secure.  

6. The Marketplace Defendants Improperly Commingled Fund Assets. 
 

62. The Marketplace Defendants falsely told investors in the Marketplace Funds that 

that their investments would be treated separately from other series funds and that their 

investment would be used only to purchase interests in the particular pre-IPO company in which 

they were investing. In fact, their funds were commingled with other investor funds and then 

used for impermissible purposes. The PPMs for the Marketplace Funds represented: “Each series 

is effectively treated as a separate entity, meaning the debts, liabilities, obligations, and expenses 

of one series cannot be enforced against another series of the LLC or against the LLC as a 

whole.” Similarly, the operating agreements state, “[T]he Manager shall maintain separate and 

distinct records for each Series, shall separately hold and account for the assets of each Series      

. . .” 

63. These statements were false, as the Marketplace Defendants knew or were 

reckless in not knowing. In fact, the Marketplace Defendants did not segregate the assets of the 

Marketplace Funds by series. Although some of the individual Marketplace Funds had separate 

bank accounts and brokerage accounts, the assets in the Marketplace Funds’ bank accounts were 

regularly commingled. Investor funds were regularly transferred between the bank accounts of 

different series funds, and investments for the Marketplace Fund for one pre-IPO company were 

often used to purchase the interests in another pre-IPO company. New investor money was used 

at times to purchase shares in other series funds to provide other investor redemptions or 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 18 of 45 PageID #: 18



19 
 

distributions in a Ponzi-like fashion. 

64. These misrepresentations were also material. Reasonable investors would have 

wanted to know that their investments were not paying for the interest in pre-IPO shares they 

believed they were acquiring, but rather were being used to purchase interests in other companies 

on behalf of other investors.  

II. THE PRINCIPAL DEFENDANTS DEFRAUDED INVESTORS IN SELLING 
INTERESTS IN THE MARKETPLACE FUNDS. 

 
A. Background 

 
65. In approximately June 2020, Pisciotti began working with Wilkos and LoPinto, 

operating her entities Principal and GlobalX in shared office space with the Marketplace 

Defendants. Although Principal was formed under the names of Individual A and Individual B, 

Pisciotti was the company’s principal, represented herself as such in communications with 

investors, and was featured on Principal’s website as its managing director. Pisciotti was the 

founder and 100% owner of GlobalX. 

66. Pisciotti played an active role with respect to the Marketplace Funds. Pisciotti 

helped acquire pre-IPO shares for the Marketplace Funds by reaching out to sellers of pre-IPO 

shares searching for inventory, leading negotiations with the holders of pre-IPO shares, and 

deciding which issuers to purchase, and at what price. Pisciotti’s entity, GlobalX, was the 

organizer and investment adviser for seven of the 31 Marketplace Funds. Marketplace’s records 

indicate that Pisciotti and GlobalX purchased the pre-IPO shares, or a portion of the pre-IPO 

shares, for eight of the 27 pre-IPO companies covered by the Marketplace Funds and aided with 

purchases for two additional issuers. Pisciotti also signed and distributed price confirmation 

letters to some investors and distributed welcome letters and other offering materials to some 

investors.  

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 19 of 45 PageID #: 19



20 
 

B. The Principal Defendants Solicited Investors Using Unregistered Sales 
Agents and Broker-Dealers. 

 
67. Principal, through Pisciotti, solicited potential investors for the Marketplace 

Funds both directly and indirectly through sales agents. Pisciotti cold called potential investors 

and contacted prospective investors through email or social media and received transaction-

based compensation for her efforts. She also recruited sales agents to make cold calls and solicit 

investors for the Marketplace Funds on behalf of Principal, sometimes providing lead sheets and 

sales pitch information and sales scripts for the sales agents to use when calling investors. For 

each successful investment that Pisciotti or her sales agents brought to the Marketplace Funds, 

Principal received half of the price increase charged to the investor.  

68. Principal and Pisciotti paid their unregistered sales agents a transaction-based fee 

based on investments they successfully solicited. Principal entered into referral agent agreements 

with a few of these sales agents. The agreements generally provided unregistered sales agents a 

percentage of funds invested by referral clients or a percentage of the price increase (the 

difference between the price at which the investors purchased the pre-IPO shares and the price at 

which the shares were sold to the relevant series fund).   

69. At all relevant times, Principal and the sales agents Pisciotti managed were 

neither registered as brokers with the Commission nor were the sales agents she managed 

associated with any broker-dealer registered with the Commission. Pisciotti herself was 

associated with her former employer, a broker-dealer, the first few months she worked with 

Marketplace Funds, and was otherwise not registered with the Commission as a broker nor 

associated with any broker-dealer registered with the Commission.    

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 20 of 45 PageID #: 20



21 
 

70. Pisciotti and sales agents working for her brought in approximately $90 million of 

the $120 million that was invested in the Marketplace Funds between July 2020 and December 

2022. 

C. The Principal Defendants Made Multiple Misrepresentations to Investors. 

71. The Principal Defendants made a series of misrepresentations to investors about 

the securities they were purporting to sell. Specifically, they lied about not charging fees and 

commissions, misrepresented their ownership of the pre-IPO securities at issue, and falsely 

claimed that the funds were registered with and supervised by the SEC.  

1. The Principal Defendants Lied About Fees and Commissions.  

72. The Principal Defendants (Pisciotti, Principal and GlobalX) lied about the fees 

and commissions charged to investors. 

73. For example, in October 2020, after reviewing the Offering Documents for the 

SpaceX series fund, a potential investor sent an email to Principal’s general email box 

([email protected]) asking to speak to the “head of your company.” In response, the 

investor received an email stating, “I am the head of the company, I am the managing director 

and founder as discussed.” In a parallel email chain, the same investor reached out to the same 

Principal email address asking if, other than the 10% carried interest fee, there were “any other 

fees or charges whatsoever.” Principal responded, “as far as fees, those are all the charges 

involved.” When further pressed by the potential investor, “Just that we are on the same page: 

there would not be any fees, interests or charges. Correct? [emphasis in original],” Principal 

responded, “Correct.” As the Principal Defendants knew or were reckless in not knowing, this 

was false. In fact, investors paid on average 23% more for the shares in the SpaceX series fund 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 21 of 45 PageID #: 21



22 
 

than Marketplace paid when it purchased them.  

74. Pisciotti signed and distributed price confirmation letters to investors, which also 

falsely stated there were no fees. For example, a Marketplace price confirmation letter signed by 

Pisciotti for the TAE Technologies series fund dated July 20, 2021 stated, “Your investment will 

have a management fee of 0%. Your investment will have a ‘carry percentage’ – back-end fee of 

0%.” As the Principal Defendants knew or were reckless in not knowing, this was a lie. The 

Principal Defendants sold interests in the TAE Technologies series fund at a 37% price increase 

from the purchase price of the underlying shares.  

75. GlobalX served as the organizer and investment adviser for at least seven 

Marketplace Funds for which the Offering Documents misrepresented that there were no upfront 

fees. For example, the PPM for the TAE Technologies series fund stated, “THE MANAGER 

WILL NOT RECEIVE ANY COMMISSIONS OR FEES FOR THE SALE OF INTERESTS 

PURSUANT TO THE MEMORANDUM,” and also, “The Manager will not receive a 

management fee.” As explained above, as the Principal Defendants knew or were reckless in not 

knowing, this was not true.  

76. The Principal Defendants knew that significant fees and commissions other than 

carried interest were paid out of investor funds to themselves, to Wilkos and LoPinto, and to 

other sales agents. Between August 2020 and December 2021, records indicate that Principal was 

paid at least $7 million in commissions for its successful solicitation of investors into the 

Marketplace Funds.  

77. These misrepresentations were material. Reasonable investors would have wanted 

to know their investment’s fee structure and would have wanted to know that the Marketplace 

Defendants significantly increased the price of purchasing an interest in pre-IPO shares. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 22 of 45 PageID #: 22



23 
 

2. The Principal Defendants Lied About their Ownership Interest in 
the Pre-IPO Shares. 

 
78. The Principal Defendants lied to prospective investors about the nature of 

Defendants’ ownership interest in pre-IPO shares for the Marketplace Funds. For example, on 

October 1, 2020, Principal, via a general e-mail address, falsely told a prospective investor 

interested in investing in SpaceX, “We acquire shares from insiders of companies through our 

direct contacts.” In fact during this period, the Marketplace Funds did not directly hold SpaceX 

shares and only held interests in third-party funds that purportedly held shares in SpaceX. 

Pisciotti, who managed Principal, knew that the Marketplace Funds had not directly acquired 

SpaceX shares from insiders of the company because she also controlled GlobalX, which served 

as the organizer and investment adviser for the Marketplace Fund SpaceX II series fund and 

assisted LoPinto with the indirect purchase of SpaceX and other pre-IPO stock through third 

parties. 

79. In addition, GlobalX misrepresented the source of the shares in the Offering 

Documents for SpaceX and two other Marketplace Funds for which it served as organizer and 

investment adviser. For example, the PPM for the SpaceX II series fund states, “The Portfolio 

Company Securities will be acquired by the Fund directly from the Portfolio Company in a 

private placement conducted by the Portfolio Company in accordance with Regulation D.” 

Defendants never obtained SpaceX shares directly from SpaceX, and as noted above, Pisciotti 

knew or was reckless in not knowing these statements to investors regarding their ownership 

interest in the shares were false because she was often involved in acquiring the shares for 

Marketplace.  

80. These misstatements were material. Prospective investors specifically asked 

LoPinto, Wilkos, and Pisciotti about the source of the pre-IPO shares before committing to 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 23 of 45 PageID #: 23



24 
 

making their investments because they cared about this issue. Reasonable investors would have 

wanted to know that, rather than being given a unique opportunity to access pre-IPO shares 

directly from the source, they were instead purchasing an indirect interest in the securities, 

through a middleman. 

3. Principal and Pisciotti Lied about Registration With the SEC.  
 

81. Principal and Pisciotti lied about the Marketplace Funds and operating entities 

being registered with the SEC. On October 1, 2020, a prospective investor sought assurances 

about the credibility of Marketplace. Via email, someone who described themselves as the 

“managing director and founder” of Principal responded that Principal “only work[s] with SEC 

registered funds.” After being asked subsequently to provide “evidence showing that the fund 

[Pre IPO Marketplace] . . . is registered with the SEC,” the Principal email sent a link to the 

Form D for the offering, noting that it “show[s] they are registered with the SEC.” These and 

other similar representations about SEC registration made by Principal were false.  

82. As a previously licensed broker, former registered investment adviser 

representative, and experienced securities industry professional, Pisciotti knew or was reckless in 

not knowing that the Marketplace Funds and operating entities were not registered with the SEC.  

83. These misrepresentations were material. Principal and Pisciotti referred investors 

to their purported “registration” with the SEC precisely because they knew or should have 

known that investors would interpret that to mean that their investment was safe. Reasonable 

investors would have wanted to know that their investments were not under SEC supervision and 

were neither safe nor legitimate.  

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 24 of 45 PageID #: 24



25 
 

III. DEFENDANTS VIOLATED SECURITIES ACT SECTION 5 BY OFFERING 
AND SELLING SECURITIES WITH NO REGISTRATION STATEMENT IN 
EFFECT OR APPLICABLE EXEMPTION. 

 
84. Securities Act Section 5 [15 U.S.C. § 77e] makes it unlawful for any person, 

directly or indirectly, to offer or sell securities, unless a registration statement is filed with the 

Commission and is in effect as to such offer or sale. 

85. None of the interests in the Marketplace Funds were offered or sold pursuant to a 

registration statement filed with the Commission. 

86. Marketplace, Principal, LoPinto, Wilkos, and Pisciotti took steps necessary to the 

distribution of interests in the Marketplace Funds, including by soliciting investors and directing 

others to do so too. 

87. Marketplace purported to offer the interests in the Marketplace Funds pursuant to 

Rule 506(c) of Regulation D [17 C.F.R. § 230.506(c)], which provides a safe harbor registration 

exemption under Securities Act Section 4(a)(2) for qualifying private offerings. 

88. To qualify for the Rule 506(c) safe-harbor, all purchasers of the securities sold 

must be “accredited investors”—that is, for example, individual investors who had a net worth 

(with their spouse) of more than $1 million or annual income exceeding $200,000 or joint 

income exceeding $300,000. 17 C.F.R. §§ 230.501(a)(5), (a)(6). In addition, the issuer of the 

securities must take reasonable steps to verify that the purchasers of the securities are accredited 

investors, which may include reviewing documentation such as tax records and brokerage or 

bank account statements. 17 C.F.R. § 230.506(c)(2)(ii). 

89. Marketplace and Principal advertised to the general public. Both Marketplace and 

Principal maintained public websites with information about the Marketplace Funds. They both 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 25 of 45 PageID #: 25



26 
 

also advertised the Marketplace Funds through social media such as Facebook, Twitter, and 

LinkedIn. 

90. Neither Marketplace, Principal, LoPinto, Wilkos, or Pisciotti took reasonable 

steps to verify that the purchasers of the securities in the Marketplace Funds were accredited 

investors.  

91. Aside from (1) occasionally purchasing cold call lists that purported to include 

only accredited investors, and (2) requesting that investors self-certify their accredited investor 

status, Marketplace, LoPinto, and Wilkos took no steps to verify accredited investor status for 

investors they solicited.  

92. In addition, Marketplace, LoPinto, and Wilkos took no steps to verify accredited 

investor status for investors solicited by sales agents. The investors were simply instructed to 

check the form on the subscription agreement indicating they were accredited investors, without 

being provided further guidance on the meaning of “Accredited Investor.” Marketplace, LoPinto, 

and Wilkos failed to verify these claims by asking for or collecting any of the types of documents 

identified in Rule 506(c)(2)(ii) that would verify investors’ accredited status.  

93. Similarly, Principal and Pisciotti took no steps to verify the accredited status of 

any investors she or her agents solicited and in fact sold investments to unaccredited investors. 

Moreover, Regulation D was unavailable from January 18, 2022 through October 17, 2022 for all 

the Marketplace Funds open during this period because LoPinto served in a covered person role 

while being disqualified under Rule 506(d)(1)(vi) of Regulation D. Specifically, LoPinto became a 

bad actor under that rule during this time period due to a FINRA suspension that related to LoPinto 

excessively trading in customers’ accounts. During the period of disqualification, LoPinto received 

significant compensation from the offerings while also engaging in solicitations, was a “promoter” 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 26 of 45 PageID #: 26



27 
 

as defined in Rule 405 who was “connected to the issuer” at the time of the sales of all of the  

Marketplace Funds open during this period, and was an “investment manager” under Rule 506(d) 

because he served as an investment adviser to many of the Marketplace Funds. See Rule 506(d)(1) 

of Regulation D [17 C.F.R. § 230.506(d)(1)].  

IV. DEFENDANTS ENGAGED IN UNREGISTERED BROKER-DEALER 
ACTIVITY AND EMPLOYED UNLICENSED AND UNREGISTERED SALES 
AGENTS IN VIOLATION OF EXCHANGE ACT SECTION 15. 
 

94. Exchange Act Section 15(a)(1) makes it unlawful for any broker or dealer “to 

effect any transaction in, or to induce or attempt to induce the purchase or sale of, any security” 

unless such broker or dealer is registered with the Commission. 15 U.S.C. § 78o(a)(1). 

95. Marketplace, Principal, LoPinto, Wilkos, and Pisciotti violated these provisions 

by directly soliciting investors, negotiating between the Marketplace Funds and investors, and 

handling customer funds and securities. Moreover, LoPinto, Wilkos and Pisciotti personally 

received transaction-based compensation.  

96. Additionally, Marketplace, Principal, LoPinto, Wilkos and Pisciotti hired, trained, 

and ran sales agents to sell interests in the Marketplace Funds, to which they paid commissions 

typically generated by the undisclosed price increases on the Marketplace Funds. These sales 

agents, many of whom made cold calls to potential investors using lead lists and sales scripts 

provided by Defendants, were not licensed or associated with registered brokerage firms.  

97. Marketplace, Principal, LoPinto, Wilkos, and Pisciotti knew that the sales agents 

they recruited to sell securities for Marketplace and Principal were not associated with a 

registered broker at the time of those sales because Marketplace and Principal were not 

registered brokers. Nevertheless, Marketplace, Principal, LoPinto, Wilkos, and Pisciotti paid 

these unregistered sales agents commissions—that is, a percentage of the amounts of money they 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 27 of 45 PageID #: 27



28 
 

raised for the Marketplace Funds. Marketplace paid at least $16 million in commissions to its 

principals and sales agents who solicited investments, including between August 2020 and 

December 2021, paying Principal at least $7 million in commissions for its successful 

solicitation of investors into the Marketplace Funds.  

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

(All Defendants) 
 

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

paragraphs 1 through 97. 

99. Defendants, 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: (i) knowingly or recklessly have employed one or more 

devices, schemes, or artifices to defraud; (ii) knowingly, recklessly, or negligently have 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 (iii) knowingly, recklessly, or negligently 

have engaged in one or more transactions, practices, or courses of business which operated or 

would operate as a fraud or deceit upon the purchaser.  

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

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

§ 77q(a)]. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 28 of 45 PageID #: 28



29 
 

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

(All Defendants) 
 

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

paragraphs 1 through 97. 

102. 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.  

103. 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. § 240.10(b)-5]. 

THIRD CLAIM FOR RELIEF 
Violations of Advisers Act Sections 206(1) and (2) 
(Marketplace Defendants, GlobalX, and Pisciotti) 

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

paragraphs 1 through 97. 

105. Marketplace, the Keyport Entities, and GlobalX were investment advisers under 

Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] because, “for compensation,” they each 

“engage[d] in the business of advising others . . . as to the value of securities or as to the 

advisability of investing in, purchasing, or selling securities.” Keyport Partners, Keyport 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 29 of 45 PageID #: 29



30 
 

Advisors and GlobalX were identified in the Offering Documents as investment advisers to the 

various Marketplace Funds. Keyport Partners, Keyport Advisors and GlobalX performed these 

functions in exchange for carried interest and in some instances upfront fees. Marketplace, 

Keyport Partners, and Keyport Management served as managers to the various Marketplace 

Funds, and had the ability to buy and sell assets of the various Marketplace Funds. In addition, 

Marketplace and GlobalX were investment advisers because they purchased the pre-IPO shares 

for the various Marketplace Funds, even where they had no formal role as organizer/investment 

adviser or manager for a particular series fund.  

106. LoPinto, Wilkos, and Pisciotti also were investment advisers under Advisers Act 

Section 202(a)(11). LoPinto, Wilkos, and Pisciotti jointly performed the actual responsibilities of 

this function, regardless of which entity was identified in the offering materials as providing 

advice, including by advising the Marketplace Funds on which pre-IPO shares to purchase and at 

what price. They further gave advice to the Marketplace Funds as to what funds would be used to 

pay for these purchases. Each of them also received compensation in the form of commissions. 

107. The Marketplace Defendants, GlobalX, and Pisciotti had an adviser-client 

relationship with and therefore owed a fiduciary duty to the Marketplace Funds.  

108. While acting as investment advisers, the Marketplace Defendants, GlobalX, and 

Pisciotti, 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 transactions, practices, or courses of business that operated as a fraud or deceit upon 

any client or prospective client.  

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 30 of 45 PageID #: 30



31 
 

109. By reason of the foregoing, the Marketplace Defendants, GlobalX, and Pisciotti 

directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate 

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

FOURTH CLAIM FOR RELIEF 
Violations of Advisers Act Sections 206(4) and Rule 206(4)-8 Thereunder 

(Marketplace Defendants, GlobalX, and Pisciotti) 
 

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

paragraphs 1 through 97. 

111. The Offering Documents for the Marketplace Funds state that the purpose of each 

Fund is to “invest in Portfolio Company Securities.” The same documents state that each Fund 

relies on the exception in either Section 3(c)(1) or 3(c)(7) of the Investment Company Act.  

112. For the reasons stated supra, ¶¶ 105-107, the Marketplace Defendants, GlobalX, 

and Pisciotti were investment advisers under Advisers Act Section 202(11) [15 U.S.C. § 80b-

2(11)] and had an adviser-client relationship with and therefore owed a fiduciary duty to the 

Marketplace Funds, which were pooled investment vehicles as defined in Rule 206(4)-8(b) [17 

C.F.R. § 275.206(4)-8(b)].  

113. While acting as investment advisers, the Marketplace Defendants, GlobalX, and 

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

indirectly, knowingly, recklessly, or negligently: (i) made one or more untrue statements of 

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, to 

any investor or prospective investor in the pooled investment vehicle; and/or (ii) engaged in any 

act, practice, or course of business which is fraudulent, deceptive, or manipulative, with respect 

to any investor or prospective investor in the pooled investment vehicle.  

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 31 of 45 PageID #: 31



32 
 

114. By reason of the foregoing, the Marketplace Defendants, GlobalX, and Pisciotti, 

directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate 

Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. 

§ 275.206(4)-8]. 

FIFTH CLAIM FOR RELIEF 
Violations of Securities Act Sections 5(a) and (c) 

(Marketplace, LoPinto, Wilkos, Principal, and Pisciotti) 
 

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

paragraphs 1 through 97. 

116. Marketplace, LoPinto, Wilkos, Principal, and Pisciotti, directly or indirectly, 

singly or in concert, and notwithstanding the fact that there was no applicable exemption: 

(i) made use of the means or instruments of transportation or communication in interstate 

commerce or of the mails to sell, through the use or medium of a prospectus or otherwise, 

securities as to which no registration statement was in effect; (ii) for the purpose of delivery after 

sale, carried or caused to be carried through the mails or in interstate commerce, by means or 

instruments of transportation, securities as to which no registration statement was in effect; 

and/or (iii) made use of means or instruments of transportation or communication in interstate 

commerce or of the mails to offer to sell, through the use or medium of a prospectus or 

otherwise, securities as to which no registration statement had been filed. 

117. By reason of the foregoing Marketplace, LoPinto, Wilkos, Principal, and Pisciotti, 

directly or indirectly, have violated and, unless enjoined, will again violate Securities Act 

Sections 5(a) and 5(c) [15 U.S.C. § 77e(a) and 77e(c)]. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 32 of 45 PageID #: 32



33 
 

SIXTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 15(a)(1) 

(Marketplace, LoPinto, Wilkos, Principal, and Pisciotti) 
 

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

paragraphs 1 through 97. 

119. Marketplace, LoPinto, Wilkos, Principal, and Pisciotti, while not registered with 

the Commission as a broker or dealer or associated with a registered broker or dealer, made use 

of the mails or other means or instrumentality of interstate commerce to effect transactions in, or 

to induce or attempt to induce the purchase or sale of, securities other than exempted securities 

or commercial paper, bankers’ acceptances, or commercial bills.  

120. By reason of the foregoing, Defendants, directly or indirectly, violated and, unless 

enjoined, will again violate Exchange Act Section 15(a)(1) [15 U.S.C. § 78o]. 

SEVENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a) 

In the Alternative 
(LoPinto and Wilkos) 

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

paragraphs 1 through 97. 

122. As alleged above, Marketplace and the Keyport Entities violated Securities Act 

Section 17(a) [15 U.S.C. § 77q(a)]. 

123. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to 

Marketplace and the Keyport Entities with respect to their violations of Securities Act Section 

17(a) [15 U.S.C. § 77q(a)]. 

124. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting 

Marketplace’s and the Keyport Entities’ violations of Securities Act Section 17(a) [15 U.S.C. 

§ 77q(a)], and unless enjoined, will again aid and abet these violations. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 33 of 45 PageID #: 33



34 
 

EIGHTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a) 

In the Alternative 
(Pisciotti) 

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

paragraphs 1 through 97. 

126. As alleged above, Principal and GlobalX violated Securities Act Section 17(a) [15 

U.S.C. § 77q(a)]. 

127. Pisciotti knowingly or recklessly provided substantial assistance to Principal and 

GlobalX with respect to their violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

128. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s 

and GlobalX’s violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)], and unless 

enjoined, will again aid and abet these violations. 

NINTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of  

Exchange Act Section 10(b) and Rule 10b-5 Thereunder  
In the Alternative 

(LoPinto and Wilkos) 
 

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

paragraphs 1 through 97. 

130. As alleged above, Marketplace and the Keyport Entities violated Exchange Act 

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

131. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to 

Marketplace and the Keyport Entities with respect to their violations of Exchange Act Section 

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

132. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting 

Marketplace’s and the Keyport Entities’ violations of Exchange Act Section 10(b) [15 U.S.C. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 34 of 45 PageID #: 34



35 
 

§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and unless enjoined, will again aid 

and abet these violations. 

TENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of  

Exchange Act Section 10(b) and Rule 10b-5 Thereunder  
In the Alternative 

(Pisciotti) 
 

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

paragraphs 1 through 97. 

134. As alleged above, Principal and GlobalX violated Exchange Act Section 10(b) [15 

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

135. Pisciotti knowingly or recklessly provided substantial assistance to Principal and 

GlobalX with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

136. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s 

and GlobalX’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5], and unless enjoined, will again aid and abet these violations. 

ELEVENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of  

Advisers Act Sections 206(1) and (2) 
In the Alternative 

(LoPinto and Wilkos) 
 

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

paragraphs 1 through 97. 

138. As alleged above, Marketplace and the Keyport Entities violated Advisers Act 

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

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 35 of 45 PageID #: 35



36 
 

139. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to 

Marketplace and the Keyport Entities with respect to their violations of Advisers Act Sections 

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

140. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting 

Marketplace’s and Keyport Entities’ violations of Advisers Act Sections 206(1) and 206(2) [15 

U.S.C. §§ 80b-6(1) and 80b-6(2)], and unless enjoined, will again aid and abet these violations. 

TWELFTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of  

Advisers Act Sections 206(1) and (2) 
In the Alternative 

(Pisciotti) 
 

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

paragraphs 1 through 97. 

142. As alleged above, GlobalX violated Advisers Act Sections 206(1) and 206(2) [15 

U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

143. Pisciotti knowingly or recklessly provided substantial assistance to GlobalX with 

respect to its violations of Advisers Act Sections 206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 

80b-6(2)]. 

144. By reason of the foregoing, Pisciotti is liable for aiding and abetting GlobalX’s 

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

unless enjoined, will again aid and abet these violations. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 36 of 45 PageID #: 36



37 
 

THIRTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of  

Advisers Act Section 206(4) and Rule 206(4)-8 Thereunder 
In the Alternative 

(LoPinto and Wilkos) 
 

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

paragraphs 1 through 97. 

146. As alleged above, Marketplace and the Keyport Entities violated Advisers Act 

Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

147. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to 

Marketplace and the Keyport Entities with respect to their violations of Advisers Act Section 

206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

148. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting 

Marketplace’s and the Keyport Entities’ violations of Advisers Act Section 206(4) [15 U.S.C. 

§ 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8], and unless enjoined, will 

again aid and abet these violations. 

FOURTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of  

Advisers Act Section 206(4) and Rule 206(4)-8 Thereunder 
In the Alternative 

(Pisciotti) 
 

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

paragraphs 1 through 97. 

150. As alleged above, GlobalX violated Advisers Act Section 206(4) [15 U.S.C. 

§ 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 37 of 45 PageID #: 37



38 
 

151. Pisciotti knowingly or recklessly provided substantial assistance to GlobalX with 

respect to its violations of Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 

thereunder [17 C.F.R. § 275.206(4)-8]. 

152. By reason of the foregoing, Pisciotti is liable for aiding and abetting GlobalX’s 

violations of Advisers Act Section 206(4) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder 

[17 C.F.R. § 275.206(4)-8], and unless enjoined, will again aid and abet these violations. 

FIFTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Sections 5(a) and (c) 

In the Alternative 
(LoPinto and Wilkos) 

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

paragraphs 1 through 97. 

154. As alleged above, Marketplace violated Securities Act Sections 5(a) and (c) [15 

U.S.C. § 77e]. 

155. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to 

Marketplace with respect to its violations of Securities Act Sections 5(a) and (c) [15 U.S.C. 

§ 77e]. 

156. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting 

Marketplace’s violations of Securities Act Sections 5(a) and (c) [15 U.S.C. § 77e], and unless 

enjoined, will again aid and abet these violations. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 38 of 45 PageID #: 38



39 
 

SIXTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Sections 5(a) and (c) 

In the Alternative 
(Pisciotti) 

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

paragraphs 1 through 97. 

158. As alleged above, Principal violated Securities Act Sections 5(a) and (c) [15 

U.S.C. § 77e]. 

159. Pisciotti knowingly or recklessly provided substantial assistance to Principal with 

respect to its violations of Securities Act Sections 5(a) and (c) [15 U.S.C. § 77e]. 

160. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s 

violations of Securities Act Sections 5(a) and (c) [15 U.S.C. § 77e], and unless enjoined, will 

again aid and abet these violations. 

SEVENTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 15(a)(1)  

In the Alternative 
(LoPinto and Wilkos) 

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

paragraphs 1 through 97. 

162. Marketplace violated Exchange Act Section 15(a)(1) [15 U.S.C. § 78o] in selling 

the Marketplace Funds. 

163. LoPinto and Wilkos knowingly or recklessly provided substantial assistance to 

Marketplace with respect to their violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o]. 

164. By reason of the foregoing, LoPinto and Wilkos are liable for aiding and abetting 

Marketplace’s violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o], and unless 

enjoined, LoPinto and Wilkos will again aid and abet these violations. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 39 of 45 PageID #: 39



40 
 

EIGHTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 15(a)(1)  

In the Alternative 
(Pisciotti) 

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

paragraphs 1 through 97. 

166. Principal violated Exchange Act Section 15(a)(1) [15 U.S.C. § 78o] in selling the 

Marketplace Funds. 

167. Pisciotti knowingly or recklessly provided substantial assistance to Principal with 

respect to its violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o]. 

168. By reason of the foregoing, Pisciotti is liable for aiding and abetting Principal’s 

violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o], and unless enjoined, Pisciotti 

will again aid and abet these violations. 

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

Under Section 20(a) of the Exchange Act 
(LoPinto and Wilkos) 

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

paragraphs 1 through 97. 

170. As alleged above, the Marketplace Defendants violated Exchange Act Section 

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

171. At all relevant times, Defendants LoPinto and Wilkos were control persons of the 

Marketplace Defendants for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]. 

172. At all relevant times, Defendants LoPinto and Wilkos exercised power and control 

over the Marketplace Defendants, including by managing and directing those entities, and by 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 40 of 45 PageID #: 40



41 
 

directing and participating in the acts constituting the Marketplace Defendants’ violations of the 

securities laws.  

173. By reason of the foregoing, Defendants LoPinto and Wilkos are liable as control 

persons under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for the Marketplace 

Defendants’ violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10(b)-5]. 

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

Under Section 20(a) of the Exchange Act 
(Pisciotti) 

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

paragraphs 1 through 97. 

175. As alleged above, Principal and GlobalX violated Exchange Act Section 10(b) [15 

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

176. At all relevant times, Defendant Pisciotti was a control person of Principal and 

GlobalX for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]. 

177. At all relevant times, Defendant Pisciotti exercised power and control over 

Principal and GlobalX, including by managing and directing those entities, and by directing and 

participating in the acts constituting Principal’s and GlobalX’s violations of the securities laws.  

178. By reason of the foregoing, Defendant Pisciotti is liable as a control person under 

Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Principal’s and GlobalX’s violations 

of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 

§ 240.10(b)-5]. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 41 of 45 PageID #: 41



42 
 

TWENTY-FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 15(a)(1) 

Under Section 20(a) of the Exchange Act 
(LoPinto and Wilkos) 

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

paragraphs 1 through 97. 

180. As alleged above, Marketplace violated Exchange Act Section 15(a)(1) [15 U.S.C. 

§ 78o]. 

181. At all relevant times, Defendants LoPinto and Wilkos were control persons of 

Marketplace for purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]. 

182. At all relevant times, Defendants LoPinto and Wilkos exercised power and control 

over Marketplace, including by managing and directing that entity, and by directing and 

participating in the acts constituting Marketplace’s violations of the securities laws.  

183. By reason of the foregoing, Defendants LoPinto and Wilkos are liable as control 

persons under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Marketplace’s 

violations of Exchange Act Section 15(a)(1) [15 U.S.C. § 78o]. 

TWENTY-SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 15(a)(1) 

Under Section 20(a) of the Exchange Act 
(Pisciotti) 

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

paragraphs 1 through 97. 

185. As alleged above, Principal violated Exchange Act Section 15(a)(1) [15 U.S.C. 

§ 78o]. 

186. At all relevant times, Defendant Pisciotti was a control person of Principal for 

purposes of Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 42 of 45 PageID #: 42



43 
 

187. At all relevant times, Defendant Pisciotti exercised power and control over 

Principal, including by managing and directing that entity, and by directing and participating in 

the acts constituting Principal’s violations of the securities laws.  

188. By reason of the foregoing, Defendant Pisciotti is liable as a control person under 

Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Principal’s violations of Exchange 

Act Section 15(a)(1) [15 U.S.C. § 78o]. 

PRAYER FOR RELIEF 

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

Judgment: 

I. 

 In a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, 

permanently restraining and enjoining (1) Defendants, their agents, servants, employees, and 

attorneys and all persons in active concert or participation with any of them from violating, or 

aiding and abetting violations of, directly or indirectly, Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10(b)-5] and Securities Act Section 17(a) 

[15 U.S.C. § 77q(a)]; (2) the Marketplace Defendants, GlobalX, and Pisciotti, their agents, 

servants, employees, and attorneys and all persons in active concert or participation with any of 

them from violating, or aiding and abetting violations of, directly or indirectly, Advisers Act 

Sections 206(1), 206(2), and 206(4) [15 U.S.C. §§ 80b-6(1), (2), and (4)] and Rule 206(4)-8 

thereunder [17 C.F.R. § 275.206(4)-8]; (3) Marketplace, LoPinto, Wilkos, Principal, and 

Pisciotti, their agents, servants, employees, and attorneys and all persons in active concert or 

participation with any of them from violating, or aiding and abetting violations of, directly or 

indirectly, Securities Act Sections 5(a) and 5(c) [15 U.S.C. § 77e(a) and 77e(c)]; and 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 43 of 45 PageID #: 43



44 
 

(4) Marketplace, LoPinto, Wilkos, Principal, and Pisciotti, their agents, servants, employees, and 

attorneys and all persons in active concert or participation with any of them from violating, or 

aiding and abetting violations of, directly or indirectly, Exchange Act Section 15(a)(1) [15 U.S.C. 

§ 78o]; 

II. 

Ordering Defendants to disgorge, on a joint and several basis, the ill-gotten gains they 

received as a result of the violations alleged herein 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)];  

III. 

Ordering Defendants to each pay a civil money penalty 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 [15 U.S.C. § 80b-9];  

IV. 

Ordering that Defendants LoPinto, Wilkos, and Pisciotti be barred from serving as an 

officer or director of a public issuer pursuant to Section 20(e) of the Securities Act [15 U.S.C. 

§ 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]; and  

V. 

 Permanently restraining and enjoining LoPinto from directly or indirectly, including (but 

not limited to) through any entity owned or controlled by him, participating in the issuance, 

purchase, offer, or sale of any security; provided, however, that such injunction shall not prevent 

him from purchasing or selling securities listed on a national securities exchange for his own 

personal account. 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 44 of 45 PageID #: 44



45 
 

VI. 

Granting such other and further relief as this Court may deem equitable and just. 

JURY DEMAND 

 The Commission demands a jury in this matter for all claims so triable. 

 
Dated: September 30, 2024  Respectfully submitted, 

By: /s/ John B. Timmer  
John B. Timmer (pending admission pro hac vice)  
Daniel J. Ball (pending admission pro hac vice) 
Randall D. Friedland (pending admission pro hac vice) 
Eleanor J.G. Wasserman  
Securities and Exchange Commission  
100 F Street, N.E.  
Washington, DC 20549  
(202) 551-7687 (Timmer) 
(202) 551-5987 (Ball) 
(202) 551-5284 (Friedland) 
(202) 551-3992 (Wasserman)  
Email: [email protected]  
Email: [email protected]  
Email: [email protected]  
Email: [email protected]  
 
Attorneys for the Plaintiff 

 

Case 1:24-cv-06886   Document 1   Filed 09/30/24   Page 45 of 45 PageID #: 45

mailto:[email protected]
mailto:[email protected]
mailto:[email protected]
mailto:[email protected]