SEC Charges Microcap Company and Its CEO with Fraud

Litigation Release No. 24781 / March 25, 2020

Securities and Exchange Commission v. Bernard Findley and Halitron, Inc., No. 3:20-CV-00397 (D. Connecticut)

The Securities and Exchange Commission today charged a Connecticut-based penny stock company and its CEO with making false and misleading statements in press releases as part of a scheme to defraud investors.

According to the SEC's complaint, Halitron, Inc. and its CEO, Bernard Findley, issued false and misleading press releases that materially misrepresented Halitron's financial condition and the value of the company's assets in an effort to prop up the value of Halitron's stock and thereby attract financiers who provided funding to Halitron in exchange for discounted shares of Halitron stock. The press releases allegedly included false and misleading descriptions of a purported financing arrangement that Halitron had in place, and falsely claimed that Halitron was implementing a stock buyback program. Findley allegedly misappropriated a majority of the money Halitron received from the financiers by using those funds to cover personal expenses and pay off personal credit card debt.

The SEC's complaint, filed in federal district court in Connecticut, charges Findley and Halitron with violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and seeks disgorgement of ill-gotten gains plus prejudgment interest, penalties, and injunctive relief. The SEC's complaint further seeks to bar Findley from serving as an officer or director of any SEC-reporting company and from participating in the offering of a penny stock.

The SEC's case is being handled by Xinyue Angela Lin, Alfred Day, Rebecca Israel, Sofia Hussain, and Paul G. Block of the Boston Regional Office. The SEC appreciates the assistance of the Financial Industry Regulatory Authority (FINRA).