
Adam Rogas Allegedly Raised $123 Million from Investors Using Financial Statements that Showed Tens of Millions of Dollars of Revenue and Assets that Did Not Exist
Audrey Strauss, the Acting United States Attorney for the Southern District of New York, and William F. Sweeney Jr., the Assistant Director-in-Charge of the New York Field Office of the Federal Bureau of Investigation (“FBI”), announced today that ADAM ROGAS, the co-founder and former CEO, CFO, and member of the board of directors of Las Vegas-based cyberfraud prevention company NS8, Inc. (“NS8”), was charged in a Complaint in Manhattan federal court with securities fraud, fraud in the offer and sale of securities, and wire fraud. ROGAS used fraudulent financial data to obtain over $123 million in financing for NS8, of which he personally obtained approximately $17.5 million. ROGAS was arrested today in the District of Nevada and is expected to be presented before a judge there tomorrow.
Acting Manhattan U.S. Attorney Audrey Strauss said: “As alleged, Adam Rogas was the proverbial fox guarding the henhouse. While raising over $100 million from investors for his fraud prevention company, Rogas himself allegedly was engaging in a brazen fraud. Today’s arrest of Rogas ensures that he will be held accountable for his alleged scheme.”
FBI Assistant Director William F. Sweeney Jr. said: “It seems ironic that the co-founder of a company designed to prevent online fraud would engage in fraudulent activity himself, but today that’s exactly what we allege Adam Rogas did. Rogas allegedly raised millions of dollars from investors based on fictitious financial affirmations, and in the end, walked away with nearly $17.5 million worth of that money. Within our complex financial crimes branch, securities fraud cases remain among our top priorities. We’ve seen far too many examples of unscrupulous actors engaging in this type of criminal activity, and we continue to work diligently to weed out this behavior whenever and wherever we find it.”
As alleged in the Complaint unsealed today in Manhattan federal court:[1]
ADAM ROGAS was a co-founder of NS8, and served as its CEO, CFO, and a member of its board of directors. ROGAS was also primarily responsible for the company’s fundraising activities. NS8, based in Las Vegas, Nevada, is a cyberfraud prevention company that developed and sold electronic tools to help online vendors assess the fraud risks of customer transactions. In the fall of 2019 and the spring of 2020, NS8 engaged in fundraising rounds through which it issued Series A Preferred Shares and obtained approximately $123 million in investor funds.
ROGAS maintained control over a bank account into which NS8 received revenue from its customers, and periodically provided monthly statements from that account to NS8’s finance department so that NS8’s financial statements could be created. ROGAS also maintained control over spreadsheets that purportedly tracked customer revenue, which were also used to generate NS8’s financial statements.
ROGAS altered the bank statements before providing them to NS8’s finance department to show tens of millions of dollars in both customer revenue and bank balances that did not exist. In the period from January 2019 through February 2020, between at least approximately 40% and 95% of the purported total assets on NS8’s balance sheet were fictitious. In that same period, the bank statements that ROGAS altered reflected over $40 million in fictitious revenue.
ROGAS used these materially misleading financial statements to raise approximately $123 million from investors in the fall of 2019 and the spring of 2020. During the fundraising process, ROGAS also provided the falsified bank records he had created to auditors who were conducting due diligence on behalf of potential investors. After these fundraising rounds concluded, NS8 conducted a tender offer with the funds raised from investors, and ROGAS received $17.5 million in proceeds from that tender offer, personally and through a company he controlled.
* * *
ROGAS, 43, of Las Vegas, Nevada, is charged with one count of securities fraud, which carries a maximum sentence of 20 years in prison, one count of fraud in the offer or sale of securities, which carries a maximum sentence of five years in prison, and one count of wire fraud, which carries a maximum sentence of 20 years in prison. The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant will be determined by the judge.
Ms. Strauss praised the work of the FBI. Ms. Strauss further thanked the Securities and Exchange Commission for its cooperation and assistance in this investigation.
This case is being handled by the Office’s Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Richard Cooper and Jared Lenow are in charge of the prosecution.
The allegations contained in the Complaint are merely accusations, and the defendant is presumed innocent unless and until proven guilty.
20-196
Law Press Releases From Legal Leader LawFuel
- Why Decorum Still Matters, Even In A ‘Zoom Court’Ken Broda-Bahm At this point, I will wager that we’ve all seen the hilarious video from the 394th Judicial District Court of Texas, where an attorney, […] More
- Litify Named by LawFuel, the Industry-Leading Legal Publication, as #1 in Practice Management Software for Law Firms, In-House Counsel, Government Entities and NonprofitsPrestigious “top pick” ranking follows a year of explosive growth for Litify across law firms, in-house counsel, government entities and nonprofits NEW YORK, March […] More
- What Do Legal Professionals Expect To Be The Biggest Legal Tech Trends in 2021?What are the biggest trends in legal tech in 2021? What are the types of technologies organizations planning on investing in? And what […] More
- Tributes Flow For Former NZLS President and ‘Good, Kind Man’ Jonathan TemmTributes have flowed for former Law Society president Jonathan Temm, 58, who died this week. A Rotorua-based barrister who was appointed Queens’ Counsel […] More
- LawFuel’s 2020 New Zealand Lawyer of the YearLawyer of the Year Sponsors LexisNexis New Zealand Staedtler – The pens successful lawyers use Cassie Nicholson – Legal First Responder […] More
- ‘Cutting Edge’ Cryptocurrency Scheme Just Fake, Says US Attorney As Executive Gets 8 Years JailIlan T. Graff, the Attorney for the United States, Acting Under Authority Conferred by 28 U.S.C. § 515, announced that SOHRAB SHARMA, a/k/a “Sam […] More
- “Tremendously Talented” Former Cravath Partner Johnny Skumpija Joins SidleySidley Austin has taken on high profile former Cravath Capital Markets lawyer Johnny Skumpija in an announcement made today. The Sidley press release […] More