SEC Charges Reit Adviser with Violating Broker-Dealer Registration and Disclosure Requirements
Sept. 26, 2019
File No. 3-19533
September 26, 2019 - The Securities and Exchange Commission today announced settled charges for operating as an unregistered broker and violating disclosure requirements against a California-based real estate investment trust ("REIT") advisor that sought to cut out broker-dealers by using an internet-based direct-to-consumer model to market and sell shares to investors.
According to the SEC's order, BrixInvest, LLC-formerly known as Rich Uncles, LLC and Nexregen, LLC, ("BrixInvest")-acted as an unregistered broker dealer by effecting thousands of securities transactions, publicly marketing its REITs, overseeing investor relations personnel who advised prospective investors as to the merits of the REITs, handling investor funds and securities, and taking 3 percent of gross offering proceeds. The SEC's order further finds that BrixInvest ran thousands of radio endorser ads that did not comply with the prospectus requirements of the securities laws and played on nationwide, syndicated, and local radio shows.
The SEC's order finds that BrixInvest violated the registration provisions of Section 15(a) of the Securities Exchange Act of 1934 and the prospectus disclosure provisions of Section 5(b) of the Securities Act of 1933. Without admitting or denying the SEC's findings, BrixInvest consented to a cease-and-desist order and agreed to pay a $300,000 civil penalty. BrixInvest has also undertaken to distribute future REIT shares only through a registered broker-dealer.
The SEC's investigation, which is continuing, is being conducted by Tamar Braz of the Los Angeles Regional Office and supervised by Finola Manvelian.