The Securities and Exchange Commission today filed charges against Meta Materials Inc. and its former CEOs, John Brda and George Palikaras. The company has agreed to settle the SEC’s charges in an administrative proceeding, while the SEC’s litigation against Brda and Palikaras will proceed in federal district court. Here is a copy of the complainthttps://www.sec.gov/files/litigation/complaints/2024/comp-pr2024-77.pdf
The SEC’s complaint against Brda and Palikaras alleges that, as a result of a concerted market manipulation scheme, Meta Materials, a Nevada corporation headquartered in Dartmouth, Nova Scotia, Canada, raised $137.5 million from investors in an at-the-market (ATM) offering in June 2021 immediately prior to the merger of Brda’s Torchlight Energy Resources Inc. and Palikaras’ Metamaterial Inc. that formed Meta Materials.
The SEC’s complaint, filed in U.S. District Court for the Southern District of New York, alleges that Brda and Palikaras planned and conducted the manipulative scheme that included, among other things, issuing a preferred stock dividend immediately before the merger. The complaint alleges that Brda and Palikaras told certain investors and consultants—and hinted via social media—that the dividend would force short sellers to exit their positions and trigger a “short squeeze” that would artificially raise the price of the company’s common stock. The SEC further alleges that Brda and Palikaras also misrepresented the company’s efforts to sell its oil and gas assets and distribute proceeds to preferred stockholders, giving investors a false impression of the value of the dividend. While investors held or bought the company’s common stock to receive the dividend, the complaint alleges, the company was cashing in by selling $137.5 million in an ATM offering at prices that the company, Brda, and Palikaras knew were temporarily inflated by their manipulative scheme. “We have two days,” the complaint alleges Brda told Palikaras after the first day of the ATM offering, “to take advantage of the squeeze…”
Meta Materials Inc. (META) is an advanced materials and nanotechnology company that develops innovative products and technologies using sustainable science
- Technology: They focus on developing smart materials and metamaterials, which are engineered to have properties that are not typically observed in naturally occurring materials.
- Applications: Their technologies have potential uses in various fields, including:
- Industry recognition: Meta Materials has received attention from major companies in the aerospace and defense sectors. For example, Lockheed Martin Canada has invested in their technology, particularly for developing solar applications suitable for flight.
- Recent developments:
- Financial information: As of Q1 2024, Meta Materials reported assets of $222,844,000,000.0 according to their balance sheet metrics.
Meta Materials’ work in metamaterials is part of a broader field that has been growing rapidly since the early 2000s. Metamaterials offer the potential to create novel materials with properties that can manipulate electromagnetic waves in ways not possible with conventional materials, leading to innovations in various technological domain
“The conduct we allege was a sophisticated, yet brazen plan by a public company and its former CEOs to purposely mislead investors in the company’s stock,” said Eric Werner, Director of the SEC’s Fort Worth Regional Office. “This conduct is particularly alarming because it involves public company CEOs who were more concerned with ‘burning the shorts’ than creating long-term value for shareholders.”
The SEC’s complaint charges Brda and Palikaras with violating the antifraud and proxy disclosure provisions of the federal securities laws, and charges Brda with aiding and abetting Meta Materials’s violations of the reporting, internal accounting controls, and books and records provisions. The complaint seeks permanent injunctions, officer-and-director bars, and civil penalties from both defendants. The complaint also seeks disgorgement with pre-judgment interest from Brda. Here is a copy of the Order https://www.sec.gov/files/litigation/admin/2024/33-11292.pdf
The SEC also instituted a separate administrative proceeding against Meta Materials, entering a settled order finding that Meta Materials violated the antifraud, reporting, internal accounting controls, and books and records provisions of the federal securities laws. Without admitting or denying the findings, Meta Materials was ordered to cease and desist from violations of the relevant provisions of the federal securities laws and to pay a $1,000,000 penalty.
Jeffrey Newman is a whistleblower lawyer, whose firm represents whistleblowers in healthcare fraud cases under the False Claims Act (FCA) and also under the Securities and Exchange, FINCEN and CFTC whistleblower programs. He can be reached at Jeff@JeffNewmanLaw.com or at 617-823-3217
