The Investigative Journal’s daily review of filings, orders and enforcement actions on the public record at the U.S. Securities and Exchange Commission. All figures below are drawn from documents filed with or issued by the Commission. Allegations are allegations until adjudicated; settled orders reflect findings the respondent neither admitted nor denied unless otherwise noted.
Top finding: SEC opens a five-year window for tokenized stock trading
The Commission on Sept. 17 issued an order granting temporary, conditional exemptive relief allowing a new category of venue — a “Tokenized Securities Venue,” or TSV — to trade tokenized National Market System stock without registering as an exchange under the Securities Exchange Act of 1934. The relief, which the agency has branded the “Innovation Exemption,” is set to expire five years after publication and comes with a request for public comment on whether and how it should be modified.
The structural point is significant. Under the order, a TSV brings buyers and sellers together through permissioned automated market makers and liquidity pools rather than a conventional order book, and the order separately grants a conditional exemption from the Exchange Act’s “dealer” definition to liquidity providers supplying tokenized NMS stock with proprietary capital. That second piece matters as much as the first: firms that quote prices to customers or commit capital — activity that ordinarily carries indicia of dealing — may participate in these pools without the registration consequences that would normally follow.
The conditions attached are narrower than the headline suggests, and they are the part worth watching. Filings indicate a TSV must cap the number of symbols and the volume traded; must verify that a tokenized share carries the same rights and privileges as the equivalent traditional NMS share class; must give written notice and an opportunity to object to the issuer of the underlying stock before listing a token created by an unaffiliated third party; must deploy auditable, public smart contracts on a permissionless ledger; must halt trading in lockstep with any halt on the primary listing exchange; and must publicly disclose its own operations and the trading activity of its affiliates on the venue. Chairman Paul S. Atkins described the action in an accompanying statement as “a bridge toward durable rulemaking.” Commissioners Hester M. Peirce and Mark T. Uyeda each issued separate statements the same day; no dissenting statement was posted alongside the release.
Source: SEC Press Release 2026-90 | Order, Exchange Act Rel. 34-106402 (PDF) | File No. 4-927 and comment file | Fact sheet (PDF)
Proxy season rewritten: Commission proposes rescinding Rule 14a-8
One day earlier, on Sept. 16, the Commission proposed to rescind Rule 14a-8 — the rule that since 1942 has given qualifying shareholders a path to place proposals in a company’s proxy statement. The proposing release states that the rule “exceeds the scope of the Commission’s statutory authority and intrudes into matters of state law,” and argues that rescission would leave the question of shareholder proposals to state corporate law and companies’ own governing documents.
For anyone who reads DEF 14A filings for a living, this is the most consequential item on the docket. Rule 14a-8 is the mechanism behind essentially every shareholder proposal that appears on a corporate ballot — on executive compensation practices, political spending disclosure, board composition, and much else. Rescission would not make such proposals illegal; it would remove the federal obligation on companies to carry them. The practical effect would depend almost entirely on Delaware and other state law, and on individual charters and bylaws.
The Commission paired the proposal with amendments to Rule 14a-4(c) governing discretionary proxy voting authority, and with a separate release modernizing proxy solicitation mechanics. That second release would eliminate the requirement that companies deliver an annual report to security holders, eliminate the delivery deadline for documents incorporated by reference into a proxy statement, eliminate both the requirement and the ability to submit Notices of Exempt Solicitation, and shorten the minimum broker search period from 20 business days to five. Comment periods run 60 days from Federal Register publication. Both releases are proposals, not final rules; nothing has changed for the 2027 proxy season yet.
Source: SEC Press Release 2026-89 | Proposed rule, 14a-8 and 14a-4(c) (PDF) | Proxy solicitation modernization (PDF)
A 10-K filed without the auditors’ sign-off: The Bancorp’s former CFO settles
The most instructive disclosure-failure case of the month concerns a single annual report. On Sept. 3 the Commission instituted settled cease-and-desist proceedings against Paul Frenkiel, former chief financial officer of The Bancorp, Inc. (Nasdaq: TBBK), over the company’s Form 10-K for fiscal year 2024. The order — issued as Accounting and Auditing Enforcement Release No. 4599 — finds that Frenkiel directed the filing of the 10-K on March 3, 2025, the statutory deadline for a large accelerated filer, while knowing that neither the current nor the prior auditor had given final approval to include their audit opinions and consents.
The chronology in the order is precise. On Feb. 25, 2025, the auditor told the audit committee that open items remained, including work on the accounting for a financial guarantee tied to fintech credit products. On the afternoon of March 3, the current auditor said it was still working; the prior auditor’s partner said it was “not signed off” pending a representation letter that was never sent. At approximately 4:41 p.m., the order states, Frenkiel directed a service provider through a subordinate to file the 10-K, which the Commission accepted at 5:01 p.m. He did not consult the audit committee chairman, counsel, or any other officer or director first, according to the order. The filing carried his Rule 13a-14 certification that the report contained no untrue statement of material fact.
The downstream cost to investors is visible in the amended filing. Bancorp disclosed the improper filing on a Form 8-K after the close on March 4, 2025 and said its financial statements for fiscal 2022 through 2024 should no longer be relied upon. Frenkiel retired on March 28, 2025. The amended 10-K filed April 7, 2025 raised the allowance for credit losses as of Dec. 31, 2024 to $44.85 million from $31.94 million — a roughly $12.9 million swing — and the reissued internal-control opinion identified material weaknesses that the March 3 version had not. Frenkiel consented to the order without admitting or denying the findings and agreed to pay a $30,000 civil penalty.
Source: Order, Exchange Act Rel. 34-106274 / AAER-4599 (PDF)
Dada Nexus settles revenue-inflation findings tied to “sham” transactions
On Sept. 11 the Commission issued a settled cease-and-desist order against Dada Nexus Limited, the Shanghai-headquartered on-demand retail and delivery platform whose American depositary shares traded on Nasdaq under “DADA” during the relevant period. The order — AAER-4600 — finds that from October 2022 through September 2023, Dada engaged in advertising and marketing transactions that “lacked any apparent business substance” and were “conducted primarily to meet revenue targets.”
The mechanics described are straightforward and, for investigators, familiar: sales contracts with customers paired against purchase contracts with vendors in approximately equal amounts, with at least some customers and vendors having undisclosed connections and earning commissions, and no services actually rendered. The result, according to the order, was an overstatement of net revenues and of operations and support costs of roughly RMB 568 million and RMB 576 million respectively — approximately $80 million and $81 million — across Forms 6-K for the fourth quarter of fiscal 2022 and the first three quarters of fiscal 2023. Reported net revenues were overstated by 8.24 percent in the second quarter of 2023 and 9.34 percent in the third.
The order makes the motive explicit in a way disclosure cases rarely do. Because of the transactions, the Commission found, Dada reported revenues inside the guidance ranges it had previously issued; without them, revenue would have come in below guidance by roughly 1 percent in Q4 2022, 1 percent in Q1 2023, 7 percent in Q2 2023, and 6 percent in Q3 2023. The transactions were carried out by junior employees who could have benefited financially from meeting revenue targets. Dada’s ADS price fell 43 percent after its Jan. 8, 2024 disclosure. The company identified the conduct in a routine internal audit, commissioned an audit-committee-led independent review, disclosed the results, terminated or disciplined employees, and cooperated with Commission staff; the order states the $500,000 penalty reflects that cooperation. Dada went private on June 16, 2025. It consented without admitting or denying the findings.
Source: Order, Exchange Act Rel. 34-106344 / AAER-4600 (PDF)
13-F enforcement: a $4.5 billion book that went unreported for four years
Institutional ownership data is only as good as the filings that feed it, and a Sept. 8 order illustrates how large a gap can open. The Commission instituted settled proceedings against Independent Financial Group, LLC, a San Diego-based dually registered broker-dealer and investment adviser, finding that it willfully violated Section 13(f)(1) of the Exchange Act and Rule 13f-1 by failing to file any Form 13F from the quarter ending Dec. 31, 2021 through the quarter ending Dec. 31, 2025.
The scale is what makes the case newsworthy rather than technical. When the firm finally filed its first Form 13F on May 5, 2026 for the quarter ending March 31, 2026 — amended May 15 — it disclosed positions in 1,447 different Section 13(f) securities with a total market value of approximately $4.5 billion. Historical Forms 13F followed in May and June 2026. For four years, in other words, a multibillion-dollar institutional book was absent from the public dataset that investors, index researchers and journalists rely on to track institutional positioning.
One detail in the order deserves emphasis. The Commission found that throughout the period, the firm’s chief compliance officers recommended that it comply with Section 13(f) by filing Forms 13F, and no filings were made until May 2026. The firm was censured, ordered to cease and desist, and agreed to a $500,000 civil penalty. It consented without admitting or denying the findings. Records of this kind are a reminder that the absence of a 13-F is itself a data point — one that automated ownership screens will not flag.
Source: Order, Exchange Act Rel. 34-106287 / IA-6995 (PDF)
Two affinity-fraud complaints filed within ten days
The Commission filed two substantial offering-fraud complaints in the first third of the month, both alleging Ponzi or Ponzi-like structures aimed at retail investors, and both pending.
On Sept. 10, the Commission charged Ernest Ossei Boateng and two New Jersey companies he controls, Intercontinental Wealth Network LLC and I Wealth Network LP, alleging they raised approximately $16 million from more than 200 investors between January 2020 and March 2026. The complaint, filed in the Eastern District of New York, alleges the offering primarily targeted Christians of Ghanaian heritage in New York and New Jersey, many with no investing experience, and promised guaranteed fixed returns from a low-risk strategy. Instead, the complaint alleges, Boateng misappropriated more than $5.8 million for personal expenses including his home, used roughly $6.6 million for Ponzi-like payments to earlier investors, and lost more than $750,000 day trading. Thomas P. Smith, Jr., associate director of the SEC’s New York office, said in the release that alleged investors “included retirees, taxi drivers, home health care providers, students, an ailing widow with young children, and at least two churches and one prayer group,” and that the defendants told many victims their money was protected by so-called “financial, investment insurance.”
On Sept. 1, the Commission charged Mark D. Hanf, former CEO of Novato, California-based Pacific Private Money Group LLC, and Hoai-Nam Chu Phan, former COO of a PPMG subsidiary, in the Northern District of California over an alleged offering fraud that raised more than $80 million from roughly 190 mostly retail investors, many retired. The complaint alleges that from December 2021 to November 2025 the two represented that capital would fund real-estate-secured lending, while using new investor money for Ponzi-like payments to earlier investors, and that Hanf misappropriated more than $7 million. Jason Lee, associate director of the San Francisco office, stated that against almost $121 million in total outstanding investments across the two funds, recoverable assets were estimated at under $17 million by February 2026. Both defendants consented to judgments, subject to court approval, without admitting the allegations; monetary relief is to be determined later by the court. The U.S. Attorney’s Office for the Northern District of California announced parallel criminal charges.
Sources: Press Release 2026-86 and complaint (PDF) | Press Release 2026-82 and complaint (PDF)
The delinquent-filer docket keeps moving
Beneath the headline actions, the Commission has been steadily instituting Section 12(j) proceedings against issuers that have stopped filing periodic reports. The administrative proceedings docket shows a continuous run through September: Manhattan Scientifics, Inc. and Linktory Inc. on Sept. 17; Golden Ally Lifetech Group, Forza Innovations, Entertainment Holdings, Ecomax, Newpoint Financial Corp. and MCX Technologies on Sept. 16; Ironstone Properties, IntelGenx Technologies, Himalaya Technologies, Gresham Worldwide, Fomo Worldwide and First Capital International on Sept. 15; and Clearday, China Health Industries Holdings, Evil Empire Designs and Evergreen Sustainable Enterprises on Sept. 10.
The Manhattan Scientifics order is representative. It alleges the Delaware-incorporated, New York-based company, whose shares are quoted on OTC Link ATS under “MHTX,” has filed no periodic report since its Form 10-Q for the period ending June 30, 2024, and that it failed to heed a delinquency letter from the Division of Corporation Finance or, through failure to maintain a valid address on file, did not receive one. The proceeding will determine whether to suspend registration for up to twelve months or revoke it. The allegations are unproven; the respondent has ten days from service to answer. Retail investors holding thinly traded OTC names should treat a 12(j) notice as a material event — registration revocation ends exchange-quoted trading in the security.
Source: SEC administrative proceedings docket | Manhattan Scientifics order (PDF)
Compliance relief: Inline XBRL carve-outs for market intermediaries
On Sept. 14 the Commission granted exemptive relief from certain Inline XBRL requirements adopted in December 2024, covering Form CA-1 (except Exhibit H), Form 1 (except Exhibit I), Form X-17A-5 Part III, Form 17-H, and the annual compliance report of a security-based swap dealer or major security-based swap participant. These are intermediary forms the Commission uses to assess whether registered entities meet legal, financial and operational standards. Atkins described the order as “commonsense relief without sacrificing investor protection.” The practical effect for outside researchers is modest but real: these particular filings will remain human-readable documents rather than becoming machine-parseable structured data.
Source: SEC Press Release 2026-88 | Order (PDF)
Filings warranting deeper investigation
A nine-year case that ended without a finding. Live Ventures Incorporated (Nasdaq: LIVE) announced on Aug. 27 that the U.S. District Court for the District of Nevada dismissed all claims against the company in the civil action the Commission filed in 2021, following the court’s February 2026 denial of the Commission’s summary judgment motion. According to the company, the dismissal carried no judgment, penalty, admission or findings against it. Separately, CEO Jon Isaac consented to a judgment resolving claims against him individually including a $175,000 civil penalty, while denying the allegations. The account above is the company’s; TIJ has not independently reviewed the docket. An investigation opened in late 2017 and litigated to the eve of trial before ending in dismissal is worth examining on the court record — what the Commission’s theory was, what the summary judgment ruling held, and what the nine-year timeline cost a public company and its shareholders. (Company announcement, Aug. 27, 2026)
The 13-F blind spot. The Independent Financial Group order raises an obvious follow-up question: how many other institutional managers above the $100 million threshold are not filing? The order notes Congress created Section 13(f) to build “a central repository of historical and current data about the investment activities of institutional investment managers.” A systematic comparison of Form ADV assets-under-management disclosures against 13-F filing histories would be a tractable data project, and the Commission’s own Official List of Section 13(f) Securities is public.
Auditor sign-off as a control point. The Frenkiel order turns on a control that most investors assume is automatic — that an auditor’s opinion in a 10-K reflects a completed audit. The Bancorp case shows the gap between an opinion being drafted and being approved, and that the filing system does not detect the difference. Whether other issuers have filed against draft consents is not knowable from the outside without comparing filed exhibits against auditor records, but the AAER docket is the place where such cases surface.
The comment files. The Rule 14a-8 rescission and proxy solicitation proposals both carry 60-day comment periods. Comment files on proposals of this magnitude are primary-source documents in their own right — they show which institutions, pension funds, issuers and trade associations are organized on which side, and TIJ will track both dockets.
Right of reply: The Investigative Journal extends an opportunity to respond to any individual or entity named in this report. Parties may contact the editor; responses received will be appended. Defendants in the civil actions described above are presumed innocent of the allegations unless and until proven otherwise, and respondents in settled administrative proceedings consented to entry of the orders without admitting or denying the Commission’s findings except as to jurisdiction.
Reporting by Eduardo Bacci. Sourcing: U.S. Securities and Exchange Commission press releases, administrative proceeding orders, litigation complaints and rulemaking releases published on SEC.gov, and a company press release distributed via GlobeNewswire.