U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 25737 / May 26, 2023
Securities and Exchange Commission v. The Hydrogen Technology Corporation, Michael Ross Kane, and Tyler Ostern, No. 22-civ-08284 (S.D.N.Y. filed September 28, 2022)
SEC Obtains Judgments Against the Hydrogen Technology Corp. and Its Former CEO in Market Manipulation of Crypto Asset Securities
The Securities and Exchange Commission announced that it obtained final consent judgments against The Hydrogen Technology Corporation, its former CEO, Michael Ross Kane, and Tyler Ostern, the CEO of Moonwalkers Trading Limited. The final consent judgments conclude the SEC's case against Hydrogen, Kane, and Ostern for their roles in effectuating the unregistered offers and sales of crypto asset securities called "Hydro" and perpetrating a scheme to manipulate the trading volume and price of those securities, which yielded more than $2 million for Hydrogen. Among other relief, the settlement requires Hydrogen and Kane to pay almost $3 million in disgorgement, prejudgment interest, and penalties.
According to the SEC's complaint, filed in federal district court in Manhattan in September 2022, starting in January 2018, Kane and Hydrogen, a New York-based financial technology company, created its Hydro token and then publicly distributed the token through various methods. After distributing the token, Kane and Hydrogen hired South Africa-based Moonwalkers, a self-described "market making" firm, in October 2018, to create the false appearance of robust market activity for Hydro through the use of Moonwalkers's customized trading software and then sold Hydro into that artificially inflated market for profit on Hydrogen's behalf.
Without admitting or denying the SEC's allegations, Hydrogen and Kane consented to the entry of final judgments that resolve all claims and permanently enjoin them from violating the registration provisions of Section 5 of the Securities Act of 1933 ("Securities Act"), the antifraud provisions of Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, the market manipulation provisions of Section 9(a)(2) of the Exchange Act, and Section 20(b) of the Exchange Act. The judgments also ordered conduct-based injunctions and various undertakings. Hydrogen was ordered to pay disgorgement of $1,516,703.53 with prejudgment interest of $244,531.98 and a civil penalty of $1,035,000, and Kane was ordered to pay disgorgement of $45,818.79 with prejudgment interest of $7,387.25 and a civil penalty of $207,000, and was prohibited from acting as a director or officer of a public company.
The court previously entered a judgment by consent against Ostern on September 29, 2022, permanently enjoining him from violating Sections 5 and 17(a) of the Securities Act and Sections 9(a)(2), 10(b), and 15(a) of the Exchange Act and Rule 10b-5 thereunder, prohibiting him from participating in future securities offerings, and ordering him to pay $36,750 in disgorgement and prejudgment interest of $5,118, with civil monetary penalties to be determined at a later date by the court. As part of the settlement, Ostern has consented to a final judgment that does not impose civil monetary penalties as a result of his cooperation with the SEC's investigation, thereby making the terms of that September 2022 judgment final.
The SEC's investigation was conducted by Sonia G. Torrico and Kathleen Hitchins, and it was supervised by Paul Kim, Joseph Sansone, and Carolyn M. Welshhans. The SEC's litigation was led by Nick Margida and supervised by James Connor and Olivia Choe.