Michael Caridi

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26213 / January 8, 2025

Securities and Exchange Commission v. Michael Caridi, No. 3:23-cv-01243 (D. Conn. filed Sept. 22, 2023)

SEC Obtains Final Judgment Against Former Officer and Director For Fraudulent Statements in Press Releases

On January 2, 2025, the U.S. District Court for the District of Connecticut entered a final judgment by consent against Michael Caridi, whom the SEC had charged in connection with the issuance of fraudulent press releases by Tree of Knowledge International Corp. (“TOKI”). 

According to the SEC’s complaint, Caridi acting as Chairman of TOKI’s board of directors, assisted TOKI, which had not previously been in the business of supplying Personal Protective Equipment (“PPE”), in issuing two press releases touting TOKI’s successful pivot into being a PPE provider. The SEC’s complaint alleges that the press releases did not inform the public that Caridi and TOKI had previously failed to deliver three million medical grade NIOSH certified N-95 masks to a Canadian hospital pursuant to a contract with that hospital. In addition, as alleged in the complaint, TOKI had an $11 million liability to the hospital, and Caridi had misappropriated over $1 million from the unperformed contract, which included amounts taken after he had already promised the hospital a refund that TOKI did not have the resources to pay.

Without admitting or denying the allegations in the SEC’s complaint, Caridi consented to the entry of a final judgment that permanently enjoined him from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; barred him from serving as of officer and director of a public company for seven years; barred him from participating in an offering of penny stock; ordered him to pay a civil penalty of $180,000; and ordered him to pay disgorgement of $895,972, to be offset in an amount equal to any payments Caridi makes to satisfy a judgment awarded against Caridi in a related private litigation filed by the hospital.

The SEC's litigation was led by Christopher M. Colorado of the New York Regional Office, under the supervision of Preethi Krishnamurthy.  The investigation was conducted by Rhonda L. Jung, Brian Kudon, Kenneth Gottlieb, Melissa Coppola, and Adam S. Grace, all of the New York Regional Office, under the supervision of Thomas P. Smith, Jr.