U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21126 / July 13, 2009
Securities and Exchange Commission v. David M. Otto, Todd Van Siclen, MitoPharm Corporation, Pak Peter Cheung, Wall Street PR, Inc., Charles Bingham, Case No. CV-09-0960 RAJ (WD Wa. filed July 13, 2009)
SEC Charges Seattle Attorney and Accomplices With Orchestrating Stock Dumping Scheme
The Securities and Exchange Commission today charged Seattle-based securities lawyer David Otto and several others with conducting a fraudulent "pump-and-dump" scheme in which they secretly unloaded more than $1 million in penny stock of a company touting a non-existent anti-aging product.
The SEC alleges that a series of misleading press releases and Web profiles were used to tout purported beverages and nutritional supplements of Seattle-based MitoPharm Corporation. With claims that its products had anti-aging benefits from an ingredient extracted from a berry used in traditional Chinese medicine, MitoPharm's stock price more than quadrupled during the aggressive stock promotion campaign. However, the SEC alleges that MitoPharm's products were not "available" as advertised and were still in the developmental stage. Full-color photos featuring beverage cans and pill bottles were only mock-ups of non-existent products.
The SEC's complaint, filed in federal court in Seattle, charges Otto, his associate Todd Van Siclen of Seattle, and Houston-based stock promoter Charles Bingham and his company Wall Street PR, Inc. MitoPharm and its CEO Pak Peter Cheung of Vancouver were also charged.
According to the SEC's complaint, the scheme began in late 2006 when Otto, who was hired by Cheung, arranged to purchase a publicly traded shell company as a merger partner for MitoPharm. Otto and Van Siclen drafted opinion letters to MitoPharm's transfer agent filled with false statements in order to secure supposedly "freely tradable" stock certificates for individuals and entities secretly controlled by Otto.
The SEC's complaint alleges that Cheung hired Bingham on Otto's recommendation, and they embarked on an aggressive public relations campaign that centered on the misleading promotion of two key products - "Restorade" and "Stamina Solutions" - that did not exist. They developed promotional materials that falsely stated that both Restorade and Stamina Solution are "[a]vailable as functional beverage or as a soft gel capsule." To accompany the written text of MitoPharm's Web site and other promotional materials, Cheung had a graphics artist create renderings of what the containers for MitoPharm's products could look like. Written materials and Web profiles created by Bingham and others were disseminated to investors with fake images and present-tense descriptions of the products.
The SEC further alleges that as the promotional campaign caused the stock price to rise above $2.30, Otto sold his shares for more than $1 million and Bingham netted an additional $300,000. The massive selling of the stock caused the price to fall to a nickel per share by November 2007.
The SEC's complaint alleges that all defendants violated Sections 5 and 17(a) of the Securities Act of 1933 and that Otto, Van Siclen, Cheung and MitoPharm violated Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. The SEC's complaint also charges MitoPharm with violating Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, and Otto with violating Section 16(a) of the Exchange Act and Rule 16a-3 thereunder. The SEC seeks injunctive relief, disgorgement and financial penalties from the defendants as well as penny stock bars for Otto, Van Siclen, and Cheung, and an officer-and-director bar against Cheung.