SEC Charges Former CEOs of Meta Materials with Market Manipulation, Fraud, and Other Violations

The Securities and Exchange Commission today charged John Brda and Georgios Palikaras, former CEOs of Meta Materials Inc., for their roles in a concerted market manipulation scheme that 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’ Metamaterials 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…”

Source: SEC Charges Former CEOs of Meta Materials with Market Manipulation, Fraud, and Other Violations