SEC Files Subpoena Enforcement Action Against GP Capital Group, Inc. and Its President, Shannon W. IIIingworth
Litigation Release No. 25457 / July 28, 2022
Securities and Exchange Commission v. GP Capital Group, Inc. and Shannon W. Illingworth, No. 22-mc-00202 (S.D.N.Y. filed July 27, 2022)
On July 27, 2022, the Securities and Exchange Commission filed an action against GP Capital Group, Inc., a Wyoming corporation headquartered in Corona, California, and its president Shannon W. Illingworth, of Jenks, Oklahoma, seeking an order directing them to comply with investigative subpoenas for documents.
According to the SEC's application, filed in the United States District Court for the Southern District of New York, the SEC is investigating whether GP Capital Group and Illingworth, among others, violated the federal securities laws by, among other things, not registering the offer or sale of securities, acting as an unregistered broker or dealer, and/or making material misrepresentations or omissions in connection with the offer or sale of securities.
The SEC's application alleges that, since at least May 2020 through the present, Illingworth and GP Capital Group have solicited investors to enter into sale-leaseback agreements for shipping containers used for cannabis cultivation, promising investors a 20% or 12% annual return. The SEC's filing also states that it is investigating whether GP Capital Group and associated persons acted as unregistered broker-dealers in the solicitation and sale of securities, including shares of an issuer founded by Illingworth, and on whose board of directors Illingworth serves. As stated in the SEC's filing, SEC staff served both GP Capital Group and Illingworth with investigative subpoenas requiring the production of certain documents. According to the filing, however, despite numerous accommodations by the SEC, GP Capital Group and Illingworth have failed to comply with the subpoenas.
The SEC's application seeks an order from the court directing GP Capital Group and Illingworth to show cause why the court should not compel them to produce documents as required by the subpoenas. The application further seeks an order from the court, following its ruling on the order to show cause, directing GP Capital Group and Illingworth to comply fully with the subpoenas. The SEC is continuing its fact-finding investigation and, to date, has not concluded that any individual or entity has violated the federal securities laws.