SEC Charges Former CEO of Technology Company With Raising $123 Million in Fraudulent Offerings

The Securities and Exchange Commission today filed an emergency action against Adam Rogas, the former CEO of Las-Vegas-based NS8 Inc., which purports to provide fraud detection and prevention software to e-commerce merchants, seeking an asset freeze and charging Rogas with defrauding investors by falsely claiming millions of dollars in revenue.

According to the SEC's complaint, from at least 2018 through June 2020, Rogas altered NS8's bank statements to show millions of dollars in payments from customers. Rogas allegedly sent the falsified bank statements and revenue figures on a monthly basis to NS8's finance department, which used them to prepare NS8's financial statements. In at least two securities offerings, NS8 and Rogas allegedly provided investors and prospective investors the false financial statements, showing millions of dollars in revenue and assets and other information incorporating the falsified revenue figures. The SEC alleges that as a result of Rogas's fraud, NS8 raised approximately $123 million in 2019 and 2020, and that Rogas ultimately pocketed at least $17.5 million of investor funds.

"As alleged in our complaint, Rogas falsely presented NS8 as a successful business by fabricating revenue figures and providing them to investors," said Kurt L. Gottschall, Director of the SEC's Denver Regional Office. "Investors are entitled to accurate information about a company's financial condition and the SEC is committed to holding accountable corporate executives who deceive investors."

The SEC's complaint, filed in the U.S. District Court for the Southern District of New York, charges Rogas with violating antifraud provisions of the federal securities laws. The SEC seeks injunctions, disgorgement of allegedly ill-gotten gains with prejudgment interest, and financial penalties.

The SEC's investigation, which is continuing, is being conducted by Eric Day and John A. Dwyer of the Denver Regional Office and supervised by Danielle R. Voorhees, Jason J. Burt, and Kurt L. Gottschall. The SEC's litigation is being led by Polly A. Atkinson, under the supervision of Gregory A. Kasper. The SEC appreciates the assistance of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation.