Adam Rogas

The Securities and Exchange Commission recently filed an emergency action against the founder and former CEO of NS8, Inc., a Las Vegas-based technology company, for allegedly defrauding its investors in at least two securities offerings, in violation of the antifraud provisions of the Securities Exchange Act of 1934. NS8 purportedly provides fraud detection and prevention software to e-commerce merchants.

According to the SEC Complaint filed on September 18, 2020, Rogas was creating falsified bank statements to make it seem as though NS8 was generating millions of dollars in customer revenue with tens of millions of dollars in assets available on hand. Rogas provided these doctored financial statements to investors in at least two NS8 securities offerings that occurred between January and November 2019 and March and June 2020 even though its actual revenue and assets were only a fraction of what was on these falsified financial statements. NS8 raised approximately $123 million in these two offerings alone, and Rogas kept at least $17.5 million of the investor funds.

Rogas went through great lengths to protect the scheme. He made sure he was the only one that had access to the bank account which held investors’ NS8 investment funds and continued deceptive conduct even after the SEC issued subpoenas to Rogas and NS8.

The SEC seeks permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest, civil penalties, and financial penalties to resolve these violations.