John Brda and Georgios Palikaras
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26035 / June 25, 2024
Securities and Exchange Commission v. John Brda and Georgios Palikaras, No. 1:24-cv-04806 (S.D.N.Y. filed June 24, 2024)
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...”
The SEC’s complaint charges Brda and Palikaras with violating Section 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5 and 14a-9 thereunder and charges Brda with aiding and abetting Meta Materials’s violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-11 thereunder. 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.
The SEC’s investigation was conducted by Christopher Rogers and Ty Martinez of the SEC’s Fort Worth Regional Office under the supervision of Samantha Martin, B. David Fraser, and Eric Werner. The SEC’s litigation against Brda and Palikaras will be conducted by Patrick Disbennett and supervised by Keefe Bernstein.
A separate Commission investigation regarding subsequent events related to Meta Materials (MMTLP) remains ongoing. If you are an individual with information related to this investigation or any other related suspected fraud and you wish to contact the SEC staff, please submit a tip at SEC.gov.