U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 25987 / April 29, 2024
Securities and Exchange Commission v. Tri-Bridge Ventures, LLC and John Francis Forsythe, III, No. 3:24-cv-05711 (D.N.J. filed Apr. 29, 2024)
SEC Charges Alleged Convertible Note Dealer for Failure to Register
The Securities and Exchange Commission today charged John Francis Forsythe, III, a resident of New Jersey, and an entity he owns and controls, Tri-Bridge Ventures, LLC (“Tri-Bridge”), with failing to register with the SEC as securities dealers. As part of their business, Forsythe and Tri-Bridge allegedly engaged in convertible note financing and sold billions of shares of penny stock converted from such notes, generating millions of dollars in gross sales.
The SEC’s complaint, filed in the U.S. District Court for the District of New Jersey, alleges that, from at least February 2017 through at least November 2022, Forsythe and Tri-Bridge engaged in the business of entering into convertible notes with penny stock issuers or purchasing convertible notes or shares already converted from such notes from unaffiliated third parties, converting the notes into shares of stock at large discounts from market prices, and selling those newly issued shares into the public market at a significant profit. Forsythe and Tri-Bridge allegedly obtained convertible notes or shares already converted from such notes with respect to at least 31 separate issuers. From approximately May 2019 to November 2022, with respect to at least 25 of those issuers, Forsythe and Tri-Bridge sold at least 10 billion shares of penny stock into the market, generating millions in profits. During their misconduct, Forsythe and Tri-Bridge were not registered with the Commission, and Forsythe was not associated with a registered broker-dealer.
The SEC’s complaint charges Forsythe and Tri-Bridge with violating the registration provision of Section 15(a)(1) of the Securities Exchange Act of 1934. The SEC seeks permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest on a joint and several basis, civil penalties, penny stock bars, and the surrendering for cancellation of any shares, conversion rights, or unexercised warrants that Tri-Bridge obtained through conversion of notes or execution of warrants.
The SEC’s investigation was conducted by Michelle Bosworth with assistance from Lina Fernandez, and supervised by Thierry Olivier Desmet and Glenn Gordon in the Miami Regional Office. The SEC’s litigation is being led by Pascale Guerrier and supervised by Teresa Verges. The SEC appreciates the assistance of the Financial Industry Regulatory Authority.