Private Placements

Bio-Tech Company uBiome Raided By FBI – Investor Recovery Options

December 2, 2019 | by Staff Attorney

The investment fraud lawyers at Gana Weinstein LLP are investigating reports and accusations that health start-up uBiome routinely billed patients multiple times without consent and pressured doctors to approve tests. According to a CNBC report in May 2019, the FBI raided the company’s offices its co-CEOs and founders Jessica Richman and Zac Apte went on administrative leave. Our firm is analyzing private placement offerings by uBiome and believe that brokerage firms that sold this investment may have done so unsuitably and otherwise failed to conduct due diligence would have revealed problems with the company.

The company’s product, the SmartGut test, promised users to provide new insights into the bacterial makeup so that they can make improvements to their health. However, according to users and CNBC report when patients one one test uBiome sends multiple kits in the mail. uBiome then charges insurance companies for these tests which are reported to be up to $2,970 per test. According to CNBC’s investigation uBiome was routinely billing patients multiple times without their consent causing insurance plans to start rejecting claims. In addition, uBiome has been accused of pressuring doctors to approve tests with minimal oversight.

It is possible that uBiome sought to over bill in order to increase the valuation of the company to investors. uBiome was founded in 2012. The company raised more than $100 million in venture funding and was valued at about $300 million at its most recent round of financing last September. The company reported used used billable samples, rather than reimbursement rates, as the key growth metric for the company and routinely shared these figures with investors.

Joshua Stivers Has GPB Capital Investment Complaint

October 15, 2019 | by Staff Attorney

Our firm represents multiple clients who have been recommended GPB Capital Holdings (GPB Capital) related investments. GPB invests in a variety of businesses but primarily in auto dealerships and waste management businesses. However, over the past year controversy has embroiled GPB Capital in a saga including multiple regulatory investigations and even an FBI referral which has left investors clueless to the fate of their investments.

According to our investigation Kalos Capital, Inc. (Kalos Capital) and its brokers including Joshua Stivers (Stivers) have recommended GPB Capital private placements to investors.

As a background, financial advisers sold $1.5 billion of these high-risk private placements offered by GPB Capital Holdings. However, GPB Capital told investors in 2018 that virtually none of the firm’s financial reports could be trusted and that in fact the offering had no accurate financial information. Recently, GPB Capital released its own internal analysis and valuation of its funds without providing any evidence to support its findings. As reported by InvestmentNews, the two largest funds offered GPB Holdings II and GPB Automotive Portfolio have declines of 25.4% and 39%. However, some of the other funds, like Armada Waste, faired much worse declining to only 32% of their original value. Again these valuations are provided by GPB Capital and only after a year of accounting mishaps.

GPB Capital Investment Recovery Options – Free Consultation

October 13, 2019 | by Staff Attorney

Our firm represents multiple clients who have collectively lost millions in GPB Capital Holdings (GPB Capital) related investments. Recently, class action lawsuits have been filed against GPB Capital with the goal of recovering investor funds. However, it is our law firm’s belief that remedies against the sales agents who peddled GPB Capital offerings provide investors with potentially quicker and better recovery options. Further, investors in many cases do not lose out from the ability to still collect from a class action resolution if such an event occurs.

Our firm has analyzed the GPB Capital offerings and believe that brokerage firms did not review these offerings in any significant detail. Our firm’s investigation has found that brokerage firms failed to conduct due diligence and investigate multiple aspects of GPB Capital’s business including its senior management, fantastical business claims, and intra-fund lending practices. For instance, with respect to GPB Capital’s senior management the company was founded by David Gentile (Gentile). Had brokerage firms investigated GPB Capital’s senior manager it would have found that prior to founding GPB Capital, Gentile’s experience was as a CPA and company advisor with the accounting practice his family ran at Gentile Pismeny & Brengel, LLP (GP&B) in New York. Nonetheless, GPB’s PPMs claimed expertise in these areas. GPB Holdings II, LP, PPM, pg. 9 (Apr. 13, 2015) (“GPB’s senior management have a great deal of experience investing in the Automotive Retail, Managed IT Services and Life Sciences sectors.”).

Any investigation would have revealed that GPB Capital is merely the private equity investment arm of a plain vanilla accounting practice. There is no evidence that GPB Capital’s senior management had the knowledge, industry experience, or investment experience to run the operations of a $1.8 billion dollar mult-asset strategy private equity fund and should not have been entrusted with investor funds. Our investigation has also identified a number of business claims that any review would have revealed could not have possibly be substantiated.

Ross Sinclaire & Associates Sanctioned Over Private Placement Practices

September 21, 2019 | by Staff Attorney

According to BrokerCheck records Ross Sinclaire & Associates, LLC (Ross Sinclaire) has been subject to a regulatory action over, among other things, the firm’s sales practices with respect to several private placement offerings. According to records kept by The Financial Industry Regulatory Authority (FINRA) Ross Sinclaire has been accused by FINRA of failing to disclose material information to investors in relation to several offerings offerings.

FINRA alleged that in March and April 2014, Ross Sinclaire was the exclusive placement agent for a private placement of notes and was involved in the preparation and circulation of a Confidential Information Memorandum (CIM) to seven accredited investors for notes. The proceeds were to provide to a film production company for the advance funding of anticipated state tax credits. The CIM disclosed that in addition to a 2% commission, Ross Sinclaire would also earn a “certain percentage” of profits on the sale of tax credits but failed to disclose that it would earn half of those profits. FINRA found that this information was a material fact that would have been important to investors. FINRA also found that the CIM also failed to disclose that one of Ross Sinclaire’s registered representatives was Vice President or the issuer.

In another offering, FINRA alleged that between December 2015 and December 2016, Ross Sinclaire omitted material facts from the Private Placement Memorandum (PPM) for municipal bonds underwritten by the Firm to finance the construction of a community recreation center. FINRA found that Ross Sinclaire failed to disclose in the PPM: (i) that the issuer had threatened to default on an earlier series of bonds and bond anticipation notes (BANs); (ii) that a loan agreement existed between the issuer and Ross Sinclaire: and (iii) information about the finances of both the issuer and Ross Sinclaire. FINRA determined that this information should have been included in the PPM as it would have been material to investors in deciding whether to invest in the bonds.

Matthew Crafa Has GPB Capital Investment Complaint

July 2, 2019 | by Staff Attorney

Our firm represents multiple clients who have been recommended GPB Capital Holdings (GPB Capital) related investments. GPB invests in a variety of businesses but primarily in auto dealerships and waste management businesses. However, over the past year controversy has embroiled GPB Capital in a saga including multiple regulatory investigations and even an FBI referral which has left investors clueless to the fate of their investments.

According to our investigation Royal Alliance Associates, Inc. (Royal Alliance) and its brokers including Matthew Crafa (Crafa) have recommended GPB Capital private placements to investors.

As a background, financial advisers sold $1.5 billion of these high-risk private placements offered by GPB Capital Holdings. However, GPB Capital told investors in 2018 that virtually none of the firm’s financial reports could be trusted and that in fact the offering had no accurate financial information. Recently, GPB Capital released its own internal analysis and valuation of its funds without providing any evidence to support its findings. As reported by InvestmentNews, the two largest funds offered GPB Holdings II and GPB Automotive Portfolio have declines of 25.4% and 39%. However, some of the other funds, like Armada Waste, faired much worse declining to only 32% of their original value. Again these valuations are provided by GPB Capital and only after a year of accounting mishaps.

Our firm’s investigation has found that brokerage firms failed to conduct due diligence and investigate multiple aspects of GPB Capital’s business including its senior management, fantastical business claims, and intra-fund lending practices. For instance, with respect to GPB Capital’s senior management the company was founded by David Gentile (Gentile). Had brokerage firms investigated GPB Capital’s senior manager it would have found that prior to founding GPB Capital, Gentile’s experience was as a CPA and company advisor with the accounting practice his family ran at Gentile Pismeny & Brengel, LLP (GP&B) in New York. Nonetheless, GPB’s PPMs claimed expertise in these areas. See GPB Holdings II, LP, PPM, pg. 9 (Apr. 13, 2015) (“GPB’s senior management have a great deal of experience investing in the Automotive Retail, Managed IT Services and Life Sciences sectors.”). Any investigation would have revealed that GPB Capital is merely the private equity investment arm of a plain vanilla accounting practice. There is no evidence that GPB Capital’s senior management had the knowledge, industry experience, or investment experience to run the operations of a $1.8 billion dollar mult-asset strategy private equity fund and should not have been entrusted with investor funds.

Mariemont Capital Partners and William Kielczewski – Investor Recovery Options

June 24, 2019 | by Staff Attorney

The attorneys at Gana Weinstein LLP are currently investigating Mariemont Capital Partners, LP (Mariemont Capital Partners) and its principals William “Bill” Kielczewski (Kielczewski). If you have suffered investment losses with Mariemont Capital Partners our firm would be interested in speaking with you. According to a BrokerCheck report, through May 2017 Kielczewski was a broker with The Huntington Investment Company (Huntington Investment) out of the firm’s Toledo, Ohio office location. During this time Kielczewski is alleged to have sold $10 million in investments in Mariemont Capital Partners without disclosing this fact to Huntington Investment.

In May 2019 FINRA filed a complaint alleging that Kielczewski falsely and repeatedly represented to his member firm that he was merely a passive investor in Mariemont Capital Partners when, in fact, he was actively involved with the fund, promoting it to potential investors. Instead, FINRA found that Kielczewski helped to facilitate customer investments in the fund by assisting in the completion of wire transfers in order to fund their investments, reviewed and made revisions to the fund’s pitch book and quarterly portfolio reports, and occasionally suggested to a customer certain securities to purchase for the fund. When FINRA reviewed Kielczewski’s tax returns they showed that Kielczewski identified himself as a general partner of the investment manager of the fund and he declared ordinary business income losses and non-passive ordinary income. FINRA found that Kielczewski participated in multiple private securities transactions through which four firm customers invested over $10 million in the hedge fund without providing prior written notice to his firm.

Mariemont Capital Partners SEC private placement filing in 2014 states that the total offering amount was $250,000,000 of which $53,400,000 had been already sold. According to the fund’s website Kevin Taylor is the founder and Chief Investment Officer of Mariemont Capital and has 17 years of fixed income trading experience to identify value within the non-agency residential mortgage backed securities market.

GPB Capital Investors Suffer Massive Losses of Up to 60% – Investment Recovery

June 23, 2019 | by Staff Attorney

Our firm represents multiple clients who have been recommended GPB Capital Holdings (GPB Capital) related investments. GPB invests in a variety of businesses but primarily in auto dealerships and waste management businesses. However, over the past year controversy has embroiled GPB Capital in a saga including multiple regulatory investigations and even an FBI referral which has left investors clueless to the fate of their investments.

Recently, GPB Capital released its own internal analysis and valuation of its funds without providing any evidence to support its findings. The results were not good for investors. As reported by InvestmentNews, the two largest funds offered GPB Holdings II and GPB Automotive Portfolio have declines of 25.4% and 39%. However, some of the other funds, like Armada Waste, fared much worse declining to only 32% of their original value. Again these valuations are provided by GPB Capital and only after a year of accounting mishaps.

As a background, financial advisers sold $1.5 billion of these high-risk private placements offered by GPB Capital Holdings. More than a year ago GPB Capital was supposed to file registration forms with the SEC for two of its largest funds to make certain accounting and financial disclosures required under the securities laws. However the company did not meet its deadline back in April 2018 and now over a year later has no firm date when annual reports for the two funds will be filed and the public has no clue what those values will look like.

Private Placement Recovery Options – Investment Attorney

June 19, 2019 | by Staff Attorney

At Gana Weinstein LLP, we often hear from investors who were recommended by their advisors to purchase high risk private placement investments and suffered substantial – often crushing losses as a result. Our firm regularly represents these investors in disputes with the advisors and brokers who sold these products without adequate disclosure. Brokers have a responsibility to conduct due diligence on all private placement offerings. Due diligence includes an investigation into the investment’s properties including its benefits, risks, tax consequences, issuer, history, and other relevant factors.

Private placements are bond, equity, or other debt instruments issued in reliance on a statutory or rule-based exemption from the registration requirements administered by the (SEC). The private placement industry was created based upon the reasoning that exempting private placements from registration is appropriate where purchasers have the economic ability, sophistication, and the professional advice necessary to do without the regular protection afforded by the disclosures required through registration. According to sources, a total of $33.5 billion was raised in 647 transactions through the third quarter of 2018.

Recently FINRA put out an announcement that called out the shortcomings it observed in the industry when it comes to due diligence. FINRA found that firms “failed to conduct reasonable diligence on private placements and failed to meet their supervisory requirements.” FINRA stated that firms that performed “reasonable diligence conducted meaningful, independent research on material aspects of the offering; identified any red flags with the offering or the issuer; and addressed and resolved concerns that would be relevant to a potential investor.” Firms should have a due diligence process such as “creating a due diligence committee (at larger firms) or otherwise formally designating one or more qualified persons (at smaller firms), and charging them with investigating and determining whether to approve the offering for sale to investors.” The crucial ingredient is for “firms independently verified information that was key to the performance of the offering…”

Advisor Kevin Wilson Subject to Multiple Customer Disputes Over Private Placements

February 3, 2019 | by Staff Attorney

According to BrokerCheck records financial advisor Kevin Wilson (Wilson), currently employed by National Securities Corporation (National Securities) has been subject to at least four customer complaints. According to records kept by The Financial Industry Regulatory Authority (FINRA), most of Wilson’s customer complaints allege that Wilson committed violations of the securities laws with respect to the sale of predominately private placement securities. These private placement sales occurred while Wilson was employed by Laidlaw & Company (UK) Ltd. (Laidlaw).

The securities lawyers of Gana Weinstein LLP recently filed a complaint on behalf of a client alleging that Laidlaw & Company (UK) Ltd. (Laidlaw) recommended the investor purchase a micro cap stock underwritten by the firm in violation of the securities laws. According to newsources and public filings Laidlaw and its brokers have been involved in the fraudulent promotion of small and micro cap stocks to their clients in violation of their duties to their clients to disclose conflicts of interests.

Recently, one of Laidlaw’s clients, Barry Hoing (Hoing), was charged by The Securities and Exchange Commission (SEC) for generating $27 million through a “classic pump-and-dump scheme.” The SEC’s allegations focus on stocks including BioZone Pharmaceuticals (now Cocrystal Pharma) (COCP), MGT Capital (OTC: MGTI), and MabVax Therapeutics (OTC: MBVX). However, other public filings reveal Hoing was also involved in other stocks including Riot Blockchain (RIOT), PolarityTE (PTE formerly COOL), and Marathon Patent Group (MARA). In addition, Laidlaw was involved in other private placement securities offerings including Aethlon Medical, Actinium, Boston Therapeutics, 5G Investment, Alliaqua, Aspen Group, Brazahav Resources, Fusion Telecoms International, Protea Biosciences Group, Aeolus Pharmaceuticals, Medovex Corp, Relmada Therapeutics, Sevion Therapeutics, Spectrascience, and Spherix.

Advisor Samuel Monchik Subject to Complaints Over Alternative Investments

December 31, 2018 | by Staff Attorney

Advisor Samuel Monchik (Monchik), currently employed by Geneos Wealth Management, Inc. (Geneos Wealth) has been subject to at least two customer complaints. According to a BrokerCheck report many of the customer complaints concern alternative investments and direct participation products (DPPs) such as non-traded real estate investment trusts (REITs), oil & gas programs, annuities, and equipment leasing programs. The attorneys at Gana Weinstein LLP have extensive experience handling investor losses caused by these types of products.

In August 2018, a customer filed a complaint alleging that Monchik made unsuitable recommendations, breach of fiduciary duty, and failure to adequately disclose the risks in REITs and direct investments – DPP & LP interests purchased between March of 2008 and November of 2015. The complaint is currently pending.

In July 2017 a customer filed a complaint alleging that Monchik made unsuitable recommendation of an oil & gas investment in June 2008. The complaint was denied by the firm.

In September 2008 FSC Securities Corporation terminated Monchik’s alleging that he violated the firm’s policies with respect to transactions in Non-Traded REITs.