Securities and Exchange Commission v. Honig et al

Filing 352

FINAL JUDGMENT AS TO DEFENDANT ROBERT LADD: NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the Exchange Act [15 U.S.C.  7; 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, in connection with the purchase o r sale of any security, as further set forth. IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant shall pay a civil penalty in the amount of $1,121,144 pursuant to Section 20(d)(2) of the Securities Act [15 U.S.C. § 77t(d) (2)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this obligation by paying $1,121,144 to the Securities and Exchange Commission within 30 days after entry of this Final Judgment. Defendant ma y transmit payment electronically to the Commission, which will provide detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly from a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/o ffices/ofm.htm, as further set forth. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. Robert Ladd terminated. (Signed by Judge Edgardo Ramos on 8/29/2024) (mml)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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SECURITIES AND EXCHANGE COMMISSION,
:
:
Plaintiff,
:
:
– against –
:
:
BARRY C. HONIG, ROBERT LADD,
:
ELLIOT MAZA, BRIAN KELLER,
:
JOHN H. FORD, GRQ CONSULTANTS, INC., and
:
HS CONTRARIAN INVESTMENTS, LLC,
:
:
Defendants.
:
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18 Civ. 8175 (ER)
ECF CASE

[PROPOSED] FINAL JUDGMENT AS TO DEFENDANT ROBERT LADD
WHEREAS, on September 7, 2018 Plaintiff Securities and Exchange Commission (the
“Commission”) commenced this action by filing a Complaint against Defendant Robert Ladd
(“Ladd” or “Defendant”) and others;
WHEREAS, Defendant Ladd entered a general appearance in this action;
WHEREAS, on March 16, 2020, the Commission filed a Second Amended Complaint
against Ladd and others (Docket Entry 233) (“SAC”);
WHEREAS, on September 29, 2023, the Court granted in part and denied in part the
Commission’s Motion for Partial Summary Judgment as to Defendant Ladd, holding Ladd liable
under the SAC’s Fifth, Sixth, Eleventh, and Seventeenth causes of action for his violations of
Sections 10(b) and 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”), and Rules
10b-5 and 16a-3 thereunder; and Sections 5 and 17(a)(2) of the Securities Act of 1933
(“Securities Act”) (Docket Entry 333);
WHEREAS, on July 18, 2024, the Court granted in part the Commission’s Motion For
Relief against Defendant Ladd, imposing on Defendant Ladd civil money penalties totaling
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$1,121,144; a five-year officer-director bar; and permanent injunctions against future violations
of Exchange Act Sections 10(b) and 16(a), and Rules 10b-5 and 16a-3 thereunder, and Securities
Act Sections 5 and 17(a)(2) (Docket Entry 350):
I.
NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED
that Defendant is permanently restrained and enjoined from violating, directly or indirectly,
Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 promulgated thereunder
[17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate commerce, or of the
mails, or of any facility of any national securities exchange, in connection with the purchase or
sale of any security:
(a)

to employ any device, scheme, or artifice to defraud;

(b)

to make any untrue statement of a material fact or to omit to state a material fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; or

(c)

to engage in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon any person.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

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II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 17(a)(2) of the Securities Act [15
U.S.C. § 77q(a)(2)] in the offer or sale of any security by the use of any means or instruments of
transportation or communication in interstate commerce or by use of the mails, directly or
indirectly to obtain money or property by means of any untrue statement of a material fact or any
omission of a material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C.
§ 77e] by, directly or indirectly, in the absence of any applicable exemption:
(a)

Unless a registration statement is in effect as to a security, making use of any
means or instruments of transportation or communication in interstate commerce
or of the mails to sell such security through the use or medium of any prospectus
or otherwise;

(b)

Unless a registration statement is in effect as to a security, carrying or causing to
be carried through the mails or in interstate commerce, by any means or

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instruments of transportation, any such security for the purpose of sale or for
delivery after sale; or
(c)

Making use of any means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell or offer to buy through the use
or medium of any prospectus or otherwise any security, unless a registration
statement has been filed with the Commission as to such security, or while the
registration statement is the subject of a refusal order or stop order or (prior to the
effective date of the registration statement) any public proceeding or examination
under Section 8 of the Securities Act [15 U.S.C. § 77h].

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 16(a) of the Exchange Act [15
U.S.C. § 78p(a)] and Rule 16a-3 thereunder [17 C.F.R. § 240.16a-3], by, while being directly or
indirectly the beneficial owner of more than 10 percent of a class of any equity security
registered pursuant to Section 12 of the Exchange Act, or while being a director or an officer of
the issuer of such security, failing to file with the Commission: (1) Form 3, within 10 days after
becoming such beneficial owner, director, or officer, or director; (2) Form 4, if there has been a
change in such ownership, before the end of the second business day following the day on which

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the subject transaction has been executed; and/or (3) Form 5, within 45 days after the issuer’s
fiscal year end, to report all transactions and holdings that should have been reported during the
issuer’s most recent fiscal year but were not.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities Act [15
U.S.C. § 77t(e)], Defendant is prohibited, for five years following the date of entry of this Final
Judgment, from acting as an officer or director of any issuer that has a class of securities
registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file
reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].
VI.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
shall pay a civil penalty in the amount of $1,121,144 pursuant to Section 20(d)(2) of the
Securities Act [15 U.S.C. § 77t(d)(2)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)]. Defendant shall satisfy this obligation by paying $1,121,144 to the Securities and
Exchange Commission within 30 days after entry of this Final Judgment.
Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly

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from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank
cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Robert Ladd as a defendant in this action; and specifying that payment is made
pursuant to this Final Judgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action. By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant. The Commission shall send the funds paid pursuant
to this Final Judgment to the United States Treasury.
The Commission may enforce the Court’s judgment for penalties by the use of all
collection procedures authorized by law, including the Federal Debt Collection Procedures Act,
28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders
issued in this action. Defendant shall pay post-judgment interest on any amounts due after 30
days of the entry of this Final Judgment pursuant to 28 USC § 1961.
VII.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

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VIII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
__________________________
Edgardo Ramos, U.S.D.J.
8/29/24
Dated: __________
New York, New York

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