By Chris Carey
Kevin O’Connor, Jim McNair and Russell Carrollo contributed to this report
Meet George Ronan. Again and again and again.
The George Ronan who talked up a succession of small public companies at SeekingAlpha.com described himself as a university lecturer in the United Kingdom with an interest in technology stocks.
A third George Ronan, with no bio but a decidedly different headshot, was briefly among the contributors to Benzinga.com.
All three are fictitious. A Sharesleuth investigation found that they are part of a small army of writers, both real and imaginary, who have systematically posted hundreds of bullish analysis pieces about the same small companies across numerous investment sites.
Just as certain individuals and organizations circulated false or misleading political stories in an effort to sway the 2016 presidential election, internet-savvy promoters are using fake writers, planted articles and even illusory “news” sites to surreptitiously tout stocks. The purported analysis pieces by the multiple George Ronans are a prime example. Sharesleuth turned up more than 140 articles with that byline, on seven different sites.
Most of the original Ronan’s 11 articles at Seeking Alpha called attention to companies that were created or bankrolled by Barry C. Honig, a South Florida financier who figures into at least two Securities and Exchange Commission investigations. So did six of the seven Ronan articles on four other sites, including Investing.com and Trefis.com.
RONAN AS ROADMAP
Using the Ronan stories as markers, we found more than 60 other writers who have systematically promoted companies connected to Honig and his associates, including longtime business partner Michael H. Brauser and billionaire entrepreneur Dr. Phillip Frost, chairman and chief executive of Opko Health Inc. (Nasdaq: OPK).
Sharesleuth determined that the majority of those writers also were fake — part of an elaborate, long-running effort to spark interest in obscure public companies by creating bullish stories that were posted and reposted across the internet.
The stealth promotion network includes a handful of real people who have touted the same stocks with such regularity that it is impossible to view their posts as a coincidence. All told, we turned up nearly 600 bullish articles about Honig-related companies that fit the pattern of stealth promotional pieces.
The tally included:
– More than 240 stories posted on SeekingAlpha from 2012 to the present.
– Nearly 50 stories posted on Gurufocus.com from 2014 to the present.
– More than 40 stories posted on Trefis.com from 2012 to 2015.
– Nearly 40 stories posted on SmallCapNetwork.com from 2012 to the present.
– More than 20 stories posted on MarketExclusive from 2014 to the present.
– More than 20 stories posted on TalkMarkets.com from 2014 to the present.
– More than 20 stories posted at Investing.com from 2013 to the present.
– At least 15 stories posted on SmallCapExclusive.com since 2016.
–10 stories posted on TheStreet.com since 2014.
– Dozens of additional stories on MotleyFool.com, Equities.com, Minyanville.com, Huffingpost.com, Buzzfeed.com, and other sites.
The headlines of many of those articles – as well as links to them — were picked up by the finance pages at Yahoo.com, Google.com and other frequently visited sites, amplifying their message. They also appeared in news summaries for the featured companies at Nasdaq.com. That’s the exchange where most of those stocks trade.
We have been watching for more than a year, to determine how the articles originate, how the campaigns spread and how they help to boost share prices and trading volumes. Among other things, we found concentrations of stories in the days and weeks leading up to share sales, and just before and after mergers, acquisitions or other market-moving events. We also found waves of stealth promotion pieces that accompanied paid touting campaigns, financed by the featured companies or by third parties.
We discovered nearly 40 instances where writers in the stealth promotion network posted three or more articles about the same Honig-backed company within a few days of one another. In many cases, they were the only writers posting stories about those stocks.
Our research led us to two similarly named sites, MarketExclusive.com and SmallCapExclusive.com. They routinely spotlighted companies backed by Honig and his associates. MarketExclusive traces to David Zazoff, an investor relations consultant and erstwhile stock promoter whose ties to Honig go back more than a decade.
Zazoff was the official investor relations representative for some of the companies that were featured at Market Exclusive, or were touted on other sites by members of the stealth promotion network.
We determined that 14 of the 17 contributing writers whose photos and bios appeared on Market Exclusive and SmallCap Exclusive were fictitious.
Zazoff told Sharesleuth that although he established Market Exclusive, he sold the site to an investment group in 2013. That was before it began posting content on a regular basis. He denied any involvement in the activities outlined in this report.
Honig has helped dozens of small companies go public, primarily through reverse mergers with the shells of failed or failing businesses. He and his partners typically arrange the deals and provide financing, in return for significant amounts of stock or convertible notes.
Although many of those companies have seen sharp, temporary increases in their stock prices, they seldom have produced long-term gains for ordinary investors.
The most notable exception was InterClick Inc. (formerly Nasdaq: ICLK), an online advertising company that was acquired by Yahoo Inc. for $270 million, or $9 a share, in 2011.
The Securities and Exchange Commission has been investigating Honig and his associates in connection with two other creations: MGT Capital Investments Inc. (OTC: MGTI) and BioZone Pharmaceuticals Inc., now Cocrystal Pharma Inc. (OTC: COCP). Both had sudden, promotion-fueled surges in their share prices and trading volume, which enabled Honig and members of his group to sell millions of dollars in stock.
A third company brought public by Honig’s group — Mabvax Therapeutics Holdings Inc. (Nasdaq: MBVX) — disclosed Jan. 30 that the SEC was conducting an investigation related to its registration statements.
On that same day, it told the SEC it wanted to withdraw two registration statements (here and here) filed in October 2017. They covered the resale of millions of shares issuable to Honig, Brauser, Frost, Opko and others, through the conversion of preferred stock.
Mabvax was one of the stocks the stealth promotion network touted in 2016.
Ryan Stonerock, an attorney who represents Honig, provided this written statement in response to our questions:
“Mr. Honig has always conducted his business dealings with the highest standards of ethics and integrity, and expects everyone he works with to do the same.”
PARALLELS TO SEC ENFORCEMENT ACTIONS
The promotional articles and the methods employed are virtually identical to those at the heart of cases that the SEC brought last April against 27 individuals and entities, including three public companies and their chief executives.
According to the complaints in those cases, the defendants schemed to deceive investors by leading them to believe that the articles they were reading at SeekingAlpha, TheStreet and other financial sites represented impartial analysis rather than paid advertising.
Our investigation turned up a certain amount of overlap between those schemes and the touting network covered in this report.
Some of the writers who were charged by the SEC last year wrote bullish articles about companies backed by Honig, Brauser and Frost, including ChromaDex Corp. (Nasdaq: CDXC), Pershing Gold Corp. (Nasdaq: PGLC) and Senesco Technologies Inc. (formerly OTC: SNTI). Those articles appeared in the period covered by the SEC actions.
Similarly, some of the writers in the still-active touting network wrote favorable pieces about companies identified in the SEC cases. That list included DelMar Pharmaceuticals Inc. (Nasdaq: DMPI), CytRx Corp. (Nasdaq: CYTX) and OncoSec Medical Inc. (Nasdaq: ONCS). Those articles, too, appeared in the period covered by the SEC actions.
It is legal for public companies, their investor relations consultants and other third parties to pay for touting campaigns and other promotional activities. Under SEC rules, however, writers or websites that get paid to provide favorable coverage must disclose that. They also are supposed to say how much money they received and who paid them.
Fewer than 30 of the articles we flagged about companies backed by Honig and his associates included statements saying the authors were paid to write them, or to conduct third-party research.
The vast majority of the stealth promotion pieces that were posted at SeekingAlpha asserted that the writers were not compensated for their efforts and had no business relationships with any of the companies mentioned. Most of those disclosure statements also said that the writers did not own shares in any of the companies.
The bulk of the articles at other sites, such as Gurufocus.com, Equities.com and Investing.com, had no disclosure statements saying whether the writers had been paid or had business ties to the featured companies.
Most of the touted names were penny stock companies whose share prices are, or were, under $5. Despite their modest size, the combined market capitalization of those companies at their respective peaks was still considerable, approaching $3 billion.
The most recent beneficiaries of the hidden touting include:
– VBI Vaccines Inc. (Nasdaq: VBIV), a Massachusetts-based company that markets a vaccine for Hepatitis B and is seeking to develop vaccines for other ailments, including cytomegalovirus and glioblastomas. The touting ring has posted at least 75 stories on VBI since May 2016, when VBI combined with SciVac Therapeutics Inc. Honig, Brauser and Frost had stakes in SciVac, which had been the subject of stealth promotion articles prior to the merger. VBI’s stock closed at $4.12 on the day the deal was completed. It reached $6.60 on March 14, 2017, after a wave of stealth promotion and paid promotion. Over the next two months, it lost all of that ground. The touters continued to post bullish articles on VBI during the so-called quiet period that began in May 2017, when the company filed a registration statement covering the sale of up to $150 million in new securities. VBI’s stock dropped sharply in June and October, after the company sold shares at discounts to the market. The most recent deal was priced at $3.05. Although VBI’s shares recovered a bit in November and December, they still are down 40 percent from their peak. The stealth promotion network has not produced a story on VBI since the last placement. (See a chronological list of the VBI articles, with links to all of the stories, here )
– U.S. Gold Corp. (Nasdaq: USAU), a Nevada-based mining company. Honig and his associates were investors in its predecessor company, a computer memory maker called Dataram Corp. (formerly Nasdaq: DRAM). Some of them also had a controlling interest in U.S. Gold, which merged into Dataram last May. The touting ring has posted roughly 30 stories about the two companies in the past year. Dataram’s share price and trading volume jumped when the U.S. Gold deal was announced in 2016. SEC filings show that just before and just after that news came out, Honig and other investors converted their preferred stock in Dataram into millions of new common shares. Given the distribution of the company’s stock and the tens of millions of shares that changed hands, it’s clear that members of Honig’s group sold some of those shares into the heavy demand that the deal and the promotional efforts helped to create. U.S. Gold’s stock has fallen by more than 80 percent, on a split-adjusted basis, from its peak at the time the merger was announced. A limited liability company controlled by one of Honig’s associates, John R. Stetson, had a majority interest in U.S. Gold prior to the merger, and got convertible preferred stock equal to nearly 5 million common shares in that transaction. Certain other U.S. Gold shareholders got 2.4 million common shares. The stealth promotion network recently put out another wave of U.S. Gold articles, with one appearing on Dec. 27, two on Jan. 9 and another on Jan. 17. The company’s stock price doubled in that time, going from $1.55 to $3.10, with daily trading volume topping 1 million shares for the first time in nearly six months. U.S. Gold announced Jan. 18 that it had agreed to sell $5 million in preferred stock that can be converted to common shares at $2.00, or 30 percent below the prior day’s closing price. Three new stories have appeared since late January, calling attention to what the company described as favorable drilling results at one of its properties. (See a chronological list of the U.S. Gold articles here )
– Mabvax, a California-based company that is seeking to develop antibodies to fight various forms of cancer. Mabvax was listed on the Over The Counter Market until August 2016, when it did a reverse-stock split to lift its share price high enough to qualify for the Nasdaq. It also raised $8.6 million in fresh capital through a private placement. Honig and Brauser later filed forms with the SEC showing that they were among the purchasers. Other filings show that Frost and Opko are significant shareholders. The stealth promotion network posted a dozen positive stories on Mabvax in 2016, most of them in the first few months following the uplisting to the Nasdaq. The company’s stock reached a high of $6.05 in September 2016 (not reflecting a 1-for-3 reverse split that took effect in February 2018). But over the next eight months, the price fell to less than $2. Mabvax has since raised $11.2 million in new capital, much of it provided by Honig and his associates. Three of the company’s share sales last year were at prices ranging from 50 cents to 65 cents. Mabvax’s stock was trading for around 80 cents in mid-February, just before the reverse split. That meant the participants in those deals were up as much as 60 percent, on paper at least. But Mabvax’s stock has fallen sharply since the split, reversing most of those gains. (See a chronological list of the Mabvax articles here)
– 22nd Century Group Inc. (Nasdaq: XXII), a New York-based company that says it is using genetic engineering to reduce levels of nicotine in tobacco and cannabinoids in marijuana. Honig was not listed as a 22nd Century shareholder in any of the company’s 2017 SEC filings. Nor were any of his associates. But two funds that often invest alongside Honig’s group disclosed large stakes in the company. The touting network produced more than 20 stories about 22nd Century last year. The company’s stock traded for $1.25 a share at the start of that activity. It hit a new 52-week high of $3.50 on Oct. 6, right at the end of a three-story stealth promotion push (writers at MotleyFool.com and mainstream news sites were writing pieces about the company as well). The next trading day, 22nd Century announced that it was selling 20.6 million new shares at $2.67, a 20 percent discount to the market. The touting ring has posted only two stories about 22nd Century since the placement. The first, on SeekingAlpha, argued that the shares could quickly recover from their drop. The second, at MoneyShow.com, labeled the stock a top pick for 2018. 22nd Century’s stock hit another 52-week high of $4.44 on Jan. 23. The company’s shares have since fallen by more than 40 percent, in part because of a negative SeekingAlpha piece that questioned the value of its technology, as well as claims made by its management. (See a chronological list of the 22nd Century articles here)
THE MAIN WRITERS
Our investigation found that the most prolific member of the stealth promotion network is Samuel J. Rae. His bio says he is a British citizen who now lives in Spain.
Rae has posted roughly 180 articles at SeekingAlpha and a dozen similar sites over the past five years. Nearly half of those pieces focused on, or mentioned, companies backed by Honig and his associates, including Brauser and/or Frost.
Our totals for Rae exclude stories he has written for sites that deal mainly with bitcoin news and foreign currency trading, rather than stocks. The other real people who have repeatedly written bullish articles about the same companies as Rae in recent years are:
– Mark Holder, an investment advisor from Oklahoma who primarily posts at SeekingAlpha under the name Stone Fox Capital.
– John Persinos, who has worked for several financial news sites, and now is an editor and writer at Investing Daily.
– John H. Ford, who describes himself as a founder and investor in startup companies.
Two posters who used aliases — Devon Shire and SuperInvestor Bulletin — also were key contributors to the stealth promotion campaigns.
Together, those writers accounted for roughly a quarter of the bullish articles about Honig-related companies that we included in our chronology; they accounted for more than half of the pieces that appeared in the past two years.
Rae, Holder, Persinos and others in the touting network also produced roughly 90 bullish stories in the past two years about companies represented by IRTH Communications LLC., a California-based investor relations firm.
That includes 24 articles about 22nd Century, all posted since the fall of 2016.
The stealth promotion network has produced more than 30 articles about Vuzix Corp. (Nasdaq: VUZI), an IRTH Communications client that makes smart glasses and virtual reality gear. Most of those pieces were posted last year and early this year. (See chronological list here).
Vuzix’s shares rose sharply from early November to mid-December, while Rae, Holder, one of the fake Ronans and several other fictitious writers were cranking out glowing articles about the company. That was just before Vuzix completed a $12.5 million stock offering at $6.05 a share, a discount of more than 10 percent from the market price.
The stock went on another tear in January, in part because of favorable publicity generated by the company’s activities at the annual Consumer Electronics Show in Las Vegas. Vuzix’s stock reached a high of $11.40 on Jan. 24. After the markets closed, it announced that it was selling $30 million in stock to institutional investors at $10 a share.
IRTH Communications and Vuzix did not respond to our questions.
IRTH Communications has done investor-relations work for at least 10 Honig-related companies, including U.S. Gold and Mabvax. Until recently, it regularly posted links to the stealth promotion stories on its Twitter feed.
That stopped when we began asking about those articles.
FAMILIAR NAMES, FAMILIAR SUBJECTS
As we noted earlier, a relatively small group of writers is responsible for a relatively high percentage of the stealth promotion stories. Here are two charts that show how many stories key members of the network produced about six companies linked to Honig and his associates, and about five companies represented by IRTH Communications:
Sharesleuth is hardly the first to discover these types of touting activities. Reports published in 2014 (see here, here, here and here) showed how certain companies or investor-relations firms hired people to produce bullish pieces that were posted on financial sites without any disclosure indicating that they actually were paid promotional pieces.
Some of those pieces also were credited to writers with fake names, fake head shots and fake profiles.
The connections between the stealth promotion articles at SeekingAlpha and other financial sites might not be obvious to the casual observer. But once we identified the writers who were connected to the campaigns, the patterns became clear.
The recent pushes on behalf of VBI, U.S. Gold, Mabvax and 22nd Century involved the same real people, posting on more than a dozen financial sites, plus a bigger group of fictitious writers.
The stealth promotion network even hired outsiders (or created fake accounts) to post favorable comments about some articles. For instance, we found a man from Nepal, who commented on stories by five writers in the network, at three different sites.
We also noted that writer who specializes in brands and trends dropped mentions of VBI, 22nd Century, Vuzix and other touted companies into stories she contributed to the Huffington Post, Buzzfeed and Today.com.
Our investigation turned up a group of contributors at Trefis.com who posted more than 40 stories about Honig-backed companies, mostly in 2012 and 2013. Some of the writers — like Pablo Escobar, who shared a name with a notorious Colombian drug lord — clearly were fake. Others, such as Sara Harris, Lisa Bailey and Frank Rollins, were less apparent. But we found that every one of the 19 articles posted under their names were about companies connected to Honig and his associates. We also found that none of them ever produced a similar analysis piece for any other financial site, either before or after.
Our monitoring of the stealth promotion network showed that when one writer posted an article about a given company, others usually followed.
Last March 28, for instance, the most prolific writer in the network posted a story about VBI at SeekingAlpha. The next day, he posted another at Investing.com, while a second writer did the same at TheStreet.com.
Four more stories on VBI popped up between March 30 and April 3, on four additional sites. Each of those articles (see them here, here, here and here ) carried the bylines of writers that we determined to be fake.
STEALTH STORIES AS SIGNALS
In some cases, the stealth promotion stories were tipoffs that Honig or his associates had a new or hidden interest in a company.
Three times last year, we noticed that certain writers we were tracking had posted pieces about companies with no publicly disclosed ties to that group. Those companies were Therapix Biosciences Ltd. (Nasdaq: TPRX), Harmony Merger Corp. (formerly Nasdaq: HRMN), and InfoSonics Corp. (Nasdaq: IFON).
Four members of the stealth promotion network, two real and two fake, posted stories about Therapix on March 22, the same day it filed a prospectus covering the sale of 6 million American Depositary Receipts at $6 each. (See them here, here, here and here).
A few weeks later, Honig associate John R. Stetson disclosed in an SEC filing that he held a 5.9 percent stake in Therapix, a pharmaceutical company in Israel that is developing cannabinoid-based treatments for central nervous system disorders.
Another of Honig’s partners, Mark E. Groussman, was appointed to Therapix’s board of directors.
We found that, at the time the articles about Harmony Merger appeared, it had just agreed to acquire MundoMedia Ltd., a Canadian online advertising company in which Honig, Stetson, Groussman and other members of their group held stakes. That deal fell through soon afterward, and the stealth promotion pieces stopped.
We also wondered why the touting ring posted three stories in July and August about InfoSonics, a California-based company that sells smart phones, tablets and other electronics products in Latin America.
Our search turned up a Uniform Commercial Code filing that listed another Honig associate, John R. O’Rourke III, as the collateral agent for one or more parties that provided financing to a company called OneClick LLC (now Cooltech Holdings).
InfoSonics announced in July that it was acquiring Cooltech, in a deal that calls for Cooltech’s shareholders to get 9.375 million shares of the combined company. SEC filings show that investors represented by O’Rourke also bought 500,000 new InfoSonics shares directly from the company.
A new SEC filing last month identified Honig as a Cooltech shareholder.
We found no other group of investors with an overlapping economic interest in Therapix, Harmony Merger and Infosonics, or any other compelling motive to promote all three.
O’Rourke has since become chairman and chief executive of Riot Blockchain Inc. (Nasdaq: RIOT), another Honig-backed company that has been the subject of stealth promotion articles.
Riot Blockchain’s stock had a huge run in November and December, before declining along with bitcoin prices. Its shares have fallen more than 35 percent since Feb. 15, after CNBC aired a report raising questions about some of the company’s acquisitions, and about securities transactions by Honig and O’Rourke.
The ownership of VBI’s stock and Mabvax’s stock is concentrated in relatively few hands. That means most of the gains from any increase in their share prices also accrue to that small circle of investors.
Honig said in an SEC filing last February that he owned or controlled 3.5 million VBI shares, which at the time equaled a 9.6 percent stake. Those shares would have been worth more than $23 million when VBI’s stock price peaked the following month.
Honig recently filed an updated ownership statement showing that he reduced his holdings by nearly 2 million shares over the past year. According to the filing, he now holds 1.55 million shares, or less than 3 percent of the total outstanding.
The document did not specify when the other shares were sold.
Opko said in a filing in November that it held 6.6 million VBI shares, or 16.6 percent of the total outstanding. According to press releases and SEC filings, Opko added to its holdings in the last two below-market placements.
Opko’s stake has a current market value of $25 million. Two of Opko’s top executives, Steven D. Rubin and Adam Logal, are members of VBI’s board of directors. Opko did not respond to questions submitted by Sharesleuth. Nor did VBI.
SEC filings show that four investment funds with no direct ties to Honig or Opko or the other touted companies owned nearly 40 percent of VBI’s shares prior to the most recent placement.
VBI had less than $1 million in revenue last year. It spent $20 million on research and development, and posted a net loss of $39 million. VBI’s Hepatitis B vaccine is not yet approved for use in the United States, Canada or Europe., but the company hopes a newly begun Phase 3 clinical program will eventually change that.
Honig, Brauser, Frost and Opko also are among Mabvax’s biggest shareholders. Mabvax filed a registration statement in December covering the resale of as many as 16.6 million shares held by current investors.
The filing showed that Honig, Brauser and entities controlled by them or their associates were offering to sell 13.7 million shares, most of which were issuable upon conversion of preferred stock.
The filing showed that Opko was offering to sell 985,477 shares, and Frost Gamma Investments Trust, one of Frost’s personal investment vehicles, was offering to sell 833,334 shares.
The shares being offered by Honig, Brauser, Frost, Opko and others would have had a market value of around $12.5 million at the time of the filing..
By comparison, the market value of all of Mabvax’s outstanding common stock was just $18.5 million.
Mabvax said in the filing that even after those sales, Honig, Brauser, Opko and Frost each would still control 4.99 percent of Mabvax’s shares, or nearly 20 percent of the company.
Mabvax is a development-stage business. It generated no revenue in the first nine months of last year. It had a net loss of $14.4 million, up from a net loss of $12.6 million in the same period of 2017.
Mabvax filed an amended registration statement in January, covering the resale of fewer shares — 6.97 million. That included roughly 6 million offered by Honig and his associates.
The filing said Opko was offering to sell around 150,000 shares. It no longer listed Frost Gamma among the sellers.
Many of the stealth promotion articles — including those about VBI and Mabvax — have used Frost’s riches and track record as selling points for other investors.
Frost became wealthy by building and selling pharmaceutical companies. Frost was the founder, chief executive and biggest shareholder of Ivax Corp. It was acquired by Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) in 2006, in a deal valued at $7.4 billion.
In addition to running Opko, Frost has put money into more than 30 of Honig’s deals. Our investigation found that only a few of those companies have ever posted an operating profit, meaning they require regular infusions of cash to remain in operation.
Those financings have produced millions of additional shares and warrants for Honig and his associates.
The surge in 22nd Century’s stock in November and December produced big gains for certain investors who bought shares through two placement deals in 2016.
In July 2016, 22nd Century raised $5 million through the sale of 6.2 million common shares at 81 cents each. The purchasers also got warrants to buy an additional 7 million shares at an exercise price of $1 each.
Three months later, the company raised $11 million more, selling 8.5 million shares at $1.34. That offering included 4.25 million warrants, exercisable at $1.45 each.
Last June, 22nd Century reached a deal with those investors that called for them to exercise all of those warrants by August 21 (subject to certain ownership percentage limitations). The company said the arrangement would provide it with an additional $13 million in cash it could use to advance its research and development work.
As an incentive, 22nd Century offered the investors an equal number of new warrants, exercisable after six months, at $2.15 each. Some were issued in the second half of June, which means they could have been converted as early as December.
Those transactions meant that the participants in the 2016 financings received, or stood to receive:
– 14.7 million shares at an average price of around $1 a share
– 11.25 million additional shares through warrant exercises, at an average price of around $1.20 a share
– 11.25 million warrants for more common shares, exercisable at $2.15 each
The roughly 26 million shares issued through the placements and the mid-year warrant exercises could have been sold at a profit of $40 million or more during the surges in 22nd Century’s stock price in the last four months of 2017 and the first month of the new year.
As we mentioned previously, the company’s SEC filings do not identify Honig or any of his associates as shareholders in 2017. But Honig and Brauser were among the potential investors listed by the placement agent for the October 2016 offering.
We noted that two of the biggest participants in 22nd Century’s placements were Empery Asset Management LP and CVI Investments Inc.
Empery has invested in numerous Honig-related companies, including Mabvax, Pershing Gold, Cogint Inc. (Nasdaq: COGT), Document Security Systems Inc. (NYSE: DSS) and Inventergy Global Inc. (OTC: INVT). CVI also has backed some of Honig’s creations, most recently Riot Blockchain and Marathon Patent Corp. (Nasdaq: MARA).
Empery said in an SEC filing in August that it owned 4.8 million shares of 22nd Century, and had warrants for a further 5.7 million shares. It said in an updated ownership statement last month that it held fewer than 10,000 shares, plus 10.5 million warrants.
CVI said in a filing in October that it owned nearly 7.1 million shares of 22nd Century. It said in an updated filing that it no longer held any shares in the company. In other words, Empery and CVI sold nearly 12 million shares in the last five months of the year.
The stealth promotion network posted two articles about 22nd Century in August, five in September, and four in October. The first three pieces in October ( here, here, and here ) appeared between the 4th and the 6th — the day that the company’s share price and trading volume hit their highs for the year.
The fourth was posted on Oct. 10, the day after 22nd Century’s stock plunged because the company announced it was selling 20.6 million new shares at a discount to the previous trading sessions’ closing price. It suggested that the drop in the share price might only be temporary.
22nd Century did not respond to our questions.
LINKS TO PREVIOUS TOUTING NETWORK
Our investigation found that the stealth-promotion activities began in earnest in early 2012. The first story in the chronology we compiled was a bullish piece about Opko, posted at SeekingAlpha.
The author was John Eastman. He is the founder of Redfish Creative, which describes itself as a “consulting centric creative agency” with clients in the United States and abroad.
A report posted on SeekingAlpha in July 2014 detailed Redfish’s central role in the creation of bullish articles that focused largely on clients of MDM Worldwide Solutions Inc. That firm, which is based in New York, describes itself as a strategic communications specialist offering targeted outreach, content creation, stock market intelligence and other services.
That article included a chart that listed 169 articles about 14 companies — all MDM clients. The pieces were credited to Eastman and eight other writers, five of whom appeared to be fictitious.
We noted that Honig and his associates were shareholders of three of the 14 companies featured in the articles — Neuralstem, PLC Systems Inc. (formerly OTC: PLCSF) and Chanticleer Holdings Inc. (Nasdaq: BURG).
Our investigation found that eight of the writers listed in the chart, including all five of the apparently fake ones, produced stories on other companies that were created or bankrolled by Honig’s group. That list included:
– WPCS Inc. (Nasdaq: WPCS)
– Vringo Inc. (formerly Nasdaq: VRNG)
– Car Charging Group Inc. (now Blink Charging OTC: CCGI)
Zazoff is a partner at MDM. He told Sharesleuth that he joined the firm in 2013. That was well after many of the stealth promotion pieces covered by the earlier investigation were posted.
Zazoff said that neither he nor MDM had any role in the creation of the earlier stealth promotion stories, or the current ones.
“Unless expressly disclosed, MDM Worldwide Solutions, Inc. (“MDM”) has not, and does not, compensate authors or entities to write and publish articles for its clients on any medium.” he said in a written reply to our questions. “MDM understands its disclosure obligations with respect to its clients, and has adhered, and will continue to strictly adhere, to those obligations.”
We found that two of the fake writers who were mentioned in the 2014 SeekingAlpha story — Andreas Spiros and Alberto Savrieno — posted bullish articles about China Education International Inc. (formerly OTC: CEII) and BeesFree Inc. (OTC: BEES). Those pieces (see examples here and here) appeared in 2012, shortly after the two companies hired another of Zazoff’s entities, Brooke Capital Investments LLC, to handle investor relations.
Zazoff told Sharesleuth that he knew nothing about those writers.
“Neither MDM or me have ever spoken with or communicated with either Mr. Spiro and Mr. Savrieno nor anyone to our knowledge, who has any role in the creation and dissemination of content through their professional profiles” he said. “Neither MDM or myself has ever had any business dealings with either individual.”
Zazoff, MDM Worldwide or other firms with which he was associated have been the paid investor-relations representatives for at least 10 companies created or bankrolled by Honig and his associates. That list includes SciVac Therapeutics, which combined with VBI; and two of the companies that figure into SEC investigations, BioZone and Mabvax.
MARK HOLDER AND STONE FOX CAPITAL
Holder, the investment advisor in Oklahoma, is another key participant in the stealth promotion network.
He is a frequent contributor to SeekingAlpha, posting under the name Stone Fox Capital. He provides commentary on market conditions and specific stocks, and has more than 10,000 followers.
The sheer volume of his activity on SeekingAlpha tends to obscure his involvement in the hidden touting. But his posts on other sites, such as TalkMarkets.com, make that participation clear. Of the 14 company-specific articles Holder has posted on TalkMarkets, five were about companies either created or financed by Honig and his associates. Five more were about companies represented by IRTH Communications — namely 22nd Century, Vuzix, Citius Pharmaceuticals Inc. (Nasdaq: CTXR), Hemispherx BioPharma Inc. (NYSE: HEB) and Global Blockchain Technologies Corp. (OTC: BLKCF).
Holder’s other four articles at TalkMarkets focused on additional companies that were spotlighted by Rae and/or the three George Ronans.
Once we established those connections, we were able to identify nearly 30 instances where Holder interspersed stories about Honig-related stocks into his SeekingAlpha content, dating back to late 2012.
Holder posted articles at SeekingAlpha last year on six of the same companies he featured at TalkMarkets, including VBI, U.S. Gold, 22nd Century and Vuzix.
We found nearly 20 cases where Holder posted an article about a specific company on SeekingAlpha or TalkMarkets either just before or just after other members of the stealth promotion ring.
Last June 27, for instance, Holder posted an article at SeekingAlpha about VBI, asserting that progress toward the launch of Phase 3 trials for its Hepatitis B vaccine could be a catalyst for the stock. The day before, Persinos had posted a similar article at Gurufocus. On June 28, 29 and 30, Rae posted additional pieces about VBI, first at Equities.com, then at InvestorPlace.com, and finally at SeekingAlpha.
Last November, Holder was one of five writers who posted stories about Vuzix in a six-day period. The others were Rae, one of the fake Ronans and two other writers that we concluded were fake — Mark Collins and Luke Douglas.
We also noted that in May 2016, Holder, Rae and another fake writer in the stealth promotion network posted three bullish articles articles about PhaseRx Inc. (formerly Nasdaq: PZRX) in the space of two days (see them here, here and here).
The first of those appeared right after PhaseRx filed a prospectus covering the resale of 1 million shares issued to investors who got stock in return for loans they made to the company. Roughly half of those shares were being offered by a limited liability company controlled by Groussman, by an investment fund run by Honig’s brother Jonathan, and by another fund that frequently invests in Honig’s deals.
PhaseRx turned out to be a bust. It filed for bankruptcy in December, just 19 months after going public. A Swiss drug development company agreed to buy the bulk of its assets for $800,000, and also to assume its debt.
Persinos is an editor and writer at Investing Daily, an online financial publication. Prior to taking that job, he wrote for The Street.
We noted that an unusually high percentage of the articles Persinos posted at Investing Daily, SeekingAlpha and Gurufocus either featured or mentioned companies backed by Honig and his associates, or represented by IRTH Communications.
To rule out the possibility of coincidence, we compared the timing of his stories with the ones posted by confirmed members of the stealth promotion network. In at least eight instances, Persinos’ pieces about companies bankrolled by Honig’s group appeared within days of those by Rae, Ronan, Holder and others.
We noted the same sort of proximity with Persino’s stories about other companies, including the ones represented by IRTH Communications.
Persinos has posted nine articles in the past two years about VBI, Mabvax, U.S. Gold and other Honig-related companies. He also has produced 11 on IRTH Communications clients, mainly 22nd Century, Vuxiz and Citius.
In addition, he wrote bullish articles about other stocks that have been spotlighted by Rae, Ronan, Holder and Small Cap Exclusive. They include Wirecard AG (OTC: WRCDF) and Horizon Minerals Corp. (OTC: HZNM).
Rae, the second fake George Ronan, a writer named Jack Delahunty at Small Cap Exclusive and another fake writer named Christopher Malcolm also posted bullish stories on Horizon Minerals, a Nevada company with undeveloped lithium properties. Canadian regulators later imposed a temporary trading halt on Horizon’s shares because of concern about heavy promotion and the inadequacy of publicly available information.
We did not find a single instance where Persinos disclosed that he had been compensated for a story.
Superinvestor Bulletin began posting on SeekingAlpha and TalkMarkets in early 2016. Its stated mission is to track buying and selling by notable investors, such as Warren Buffet, and to assemble a perfect portfolio based on their actions.
Superinvestor Bulletin also has its own website, and a subscription newsletter. Most of the stories and blog posts on SeekingAlpha focused on overall market trends, and how certain big-name investors were responding. But just like Holder at Stone Fox Capital, Superinvestor Bulletin dropped stories about VBI and Mabvax into that feed. And again like Holder, the postings on TalkMarkets focused almost exclusively on companies touted by other members of the network. They included VBI, 22nd Century and Vuzix.
Superinvestor Bulletin’s page at TalkMarkets identifies the author of its articles as Reese Morgan. However, we could find no one by that name who previously had written about the investing world, or whose background matched the site’s area of expertise. Our research suggests that Morgan is either fictitious or writing under a pseudonym.
Keith Schaefer, a Vancouver-based newsletter writer and stock promoter, said on his oil and gas investment site that he and Morgan were partners in Superinvestor Bulletin. Canada Oil and Gas Investor has a disclaimer saying it sometimes receives compensation for featuring specific companies. It says it always discloses any payments in the text of its reports. However, the articles at SuperinvestorBulletin.com contain no such language. And none of its stories at SeekingAlpha, TalkMarkets or other sites disclosed any payments.
We noticed similarities between Superinvestor Bulletin and a defunct newsletter called Canadian Value Investor. It was operated by someone who previously posted on Seeking Alpha under the pseudonym Devon Shire.
Devon Shire posted 442 articles at SeekingAlpha, most of them about natural resource companies. We found that at least 24 of those pieces either focused on, or mentioned, companies linked to Honig and his associates. That list included non-resource companies such as VBI and MGT Capital. Four more stories spotlighted 22nd Century.
We noted that six of Devon Shire’s final seven articles at SeekingAlpha were about Honig-backed companies. The last of those, on April 13, 2015, focused on Vapor Corp., an e-cigarette producer that had received financial backing from Honig, Brauser and Frost.
SEC filings show that Vapor Corp. filed a registration statement on April 17, 2015 covering the resale of 6.2 million shares. Honig and Brauser were offering to sell 882,353 shares each, while Frost Gamma Investments Trust was offering to sell 441,176.
Devon Shire’s alter ego, Canadian Value, stopped posting at Gurufocus in August 2016. That was just after SuperInvestor Bulletin began posting similar content on SeekingAlpha.
VBI Vaccines and Mabvax were the subjects of more explicit promotional campaigns in November 2016, by a touting service called TheStockExpert.com. That site said in disclosure statements that it received $12,500 to promote VBI, but received no compensation for promoting Mabvax.
The paid campaign for VBI ran from Nov. 14 to Nov. 22. We found that the stealth promotion network produced four stories on VBI in the week before that push.
The Stock Expert said the money for the VBI campaign came from JRZ Capital LLC. Pennsylvania corporation records show that JRZ Capital’s listed address was Zazoff’s home.
Our investigation found that JRZ Capital also was the domain registrant for Market Exclusive, the home of one of the fake George Ronans and a handful of other writers who are either fake or post under pseudonyms.
The Stock Expert also distributed promotional emails about 22nd Century in June, July and August of 2017. It said it was paid $32,500 to tout the company, a figure that included previous campaigns.
Zazoff denied that JRZ paid The Stock Expert to tout VBI.
He did acknowlege making similar payments to promote other stocks connected to Honig and his associates. An earlier disclosure statement said that another of Zazoff’s entities, ZA Consulting LLC, paid promoter Jonathan Lebed to tout Money4Gold Holdings Inc. (formerly OTC: MFGD). That company was brought public by Honig and Brauser.
Money4Gold was unsuccessful, and its shell was used to create uSell.com Inc. (OTC: USEL), one of the companies touted in stealth promotion stories.
We also turned up a disclosure statement from 2010 on a printed promotional flier for Strategic American Oil Co. (formerly OTC: SGCA). It said another of Zazoff’s companies, Brooke Capital Investments, paid for the campaign using money from a shareholder.
Strategic American Oil had filed a prospectus earlier that year covering the resale of 36.8 million shares of its stock. That filing showed that Honig, Brauser and one of Honig’s brothers were offering to sell 12 million of those shares.
ZAZOFF AND MARKET EXCLUSIVE
MarketExclusive.com’s internet domain was registered in March 2011. We noted that the articles on the beta version of the site in February 2013 included a piece on Pershing Gold, which carried the byline of a web developer in Serbia, and another that was first posted at SeekingAlpha by Andres Spiro, one of the fake writers in the touting network.
At that time, Market Exclusive was posting its own pieces on SeekingAlpha, billing itself as a consortium of seasoned analysts and investors. Of the 26 articles it posted there, 18 were about companies with ties to Honig and his associates.
Most of those focused on Car Charging Group, a Florida company that Honig helped to bring public through a reverse merger several years earlier. Honig, one of his brothers and his father-in-law emerged from that deal with substantial shareholdings.
Although Zazoff told Sharesleuth that he sold the site in 2013, internet domain records show that JRZ Capital still was listed as its registrant in mid-2015. And he remains on Market Exclusive’s list of contributing writers.
Market Exclusive has posted more than 30 bullish articles about companies backed by Honig, Brauser and/or Frost. It also posts copies of their SEC filings. Some of those same companies, such as Cocrystal, were paying Zazoff’s firm for investor relations services at the time the favorable stories appeared. Zazoff’s byline was not on any of those pieces.
Market Exclusive also has posted hundreds of articles about larger, more closely followed companies. Our analysis found that many were plagiarized from actual news outlets, or were little more than rewritten press releases with a bit of added commentary.
We determined that eight of the 10 people who have been listed as contributors at Market Exclusive, plus the supposed editor, David Rich, are either fictitious or writing under pseudonyms. The site says in a disclaimer that it allows writers to publish under aliases because of workplace restrictions or other factors.
But that does not explain why it would post false photos and false biographies for those people. Market Exclusive identified one writer, Carol Harper, as a financial journalist and author of the “Harper Swing Analysis” newsletter. No such publication exists.
We also noted that the photo used to represent writer Mark Collins appears to have been appropriated from someone else’s LinkedIn profile.
The only people at Market Exclusive we know to be real are Zazoff and Rafi Farber, an Israeli citizen who previously lived in South Florida.
We have yet to confirm the legitimacy of a recent addition, “M. Nadeem,” who was described as a seasoned technology writer responsible for blockchain-related news. No stories have appeared under that byline since October.
Farber also has posted stories at SeekingAlpha under the pen name Austrolib. He was one of the writers whose work figured into the earlier report about Redfish Creative, MDM and MDM’s client companies.
We found that Farber and Rae (who mainly posted at other sites) were listed together as contributors on a handful of weekly roundup articles at Market Exclusive in 2016. Those stories carried the byline of Rich, the fictitious or pseudonymous editor.
Farber also has written favorable stories about Honig-related stocks at a third site, 247WallStreet.com. He and Nadeem both posted articles in October calling attention to Riot Blockchain, right before that company’s shares began a big move upward.
The fake Mark Collins posted an even more glowing story about Riot Blockchain on Nov. 17. Its stock soared just after that piece appeared, going from $10.35 on Nov. 20 to a high of $24 four days later, as investors stampeded into almost everything bitcoin- and blockchain- related. Riot Blockchain’s share price peaked at $46.20 in mid-December.
SEC filings show that in October or November, certain investors who had provided financing to Riot Blockchain earlier in the year converted some of their preferred stock into common stock, and also exercised warrants.
They got roughly 2.7 million shares, or a third of the total outstanding. It is likely that much of that stock went to Honig and his associates. Riot Blockchain previously filed registration statements that listed them among the biggest holders of those classes of securities.
Given that Riot Blockchain had just 8.3 million shares outstanding, and that more than 60 million shares traded between Nov. 21 and Nov. 27, it would seem that some members of Honig’s group sold shares during the surge, possibly reaping millions in profits.
Honig told the Wall Street Journal in January that he personally sold around 500,000 Riot Blockchain shares after its shares soared.
SEC filings show that Honig had acquired slightly more than 500,000 shares in late 2016, when the company was known as Bioptix Inc. (formerly Nasdaq: BIOP). Honig and certain associates were waging a proxy battle for control of the company. He also acquired convertible preferred stock and warrants after that.
Honig bought his original shares on the open market; SEC filings show that his average purchase price was less than $3 a share. Blockchain’s stock traded for $23 or higher from Dec. 11 of last year to Jan. 10 of this year. If Honig sold those shares in that period, he would have reaped at least $10 million in gains.
O’Rourke said in an SEC filing that he sold 30,383 of his shares on Dec. 29, for just under $870,000. He still directly or indirectly controls 52,000 shares, worth about $560,000 as of March 5.
O’Rourke told a Denver newspaper that he sold those shares to cover taxes on stock he had been granted by the company.
ZAZOFF AND O’ROURKE
Florida public records show that in December 2012, Zazoff and O’Rourke set up an entity in Florida called Corporate Media Solutions LLC. Both were managing members.
Zazoff did not respond to our question about what that Corporate Media Solutions did. O’Rourke was 27 at the time he teamed up with Zazoff, and already was involved with Honig in several ventures.
Florida records show that two months earlier, O’Rourke had created ATG Capital LLC. It has invested alongside Honig, Brauser, and/or Frost in at least 10 companies. That list includes Mabvax, MGT Capital, Pershing Gold, WPCS, Marathon Patent and Majesco Entertainment Co., which last year became PolarityTE Inc. (Nasdaq: COOL). All of those companies have been touted by the stealth promotion network.
Corporation filings show that O’Rourke set up another company, Verge Consulting LLC, in the fall of 2012. A few months later, in January 2013, a Honig-backed company called Bullfrog Gold Corp. (OTC: GFTC) issued 150,000 shares of stock to Verge for “future investor relations and consulting services.”
SEC filings show that Bullfrog Gold also issued stock in January 2013 to a second company, Mockingjay Inc., also for investor relations and consulting services. In February 2013, Mockingjay’s owner, an independent investment analyst named Peter Epstein, posted a favorable article about Bullfrog Gold at SeekingAlpha.
Epstein posted a second positive story at SeekingAlpha in March 2013. Both included disclaimers claiming that he had not been compensated for the story and had no business relationship with any company mentioned in it.
Epstein posted 14 articles at SeekingAlpha in 2013. Of those, 11 were about companies linked to Honig and his associates — Bullfrog Gold, Pershing Gold, MGT Capital and Passport Potash Inc. (formerly OTC: PPRT).
O’Rourke and a New York-based writer named Brian L. Wilson set up an entity called Bio Wire LLC in February 2013. It ran a site called Bio-Wire.com, whose content included stories about a number of companies backed by Honig, Brauser and/or Frost.
Wilson also posted more than 400 articles on SeekingAlpha, initially under the Bio-Wire name, and later as Bio Insights. Some of those stories focused on stocks with ties to Honig and his associates.
None of the articles at Bio-Wire.com or SeekingAlpha included disclosure statements alerting investors to the fact that Wilson’s partner, O’Rourke, was a member of Honig’s investment group or whether O’Rourke had a financial interest in the stocks being profiled.
After Bio-Wire shut down, Wilson moved to another site, where he continued to write favorably about Honig-backed companies.
THE THREE GEORGE RONANS
The original George Ronan was credited with 11 stories that were posted at SeekingAlpha in 2013 and 2014. Most focused on technology companies, in keeping with Ronan’s fabricated biography.
Seven of those stories focused on, or mentioned, companies that were created or bankrolled by Honig and his associates. Three more focused on other stocks that were spotlighted by the stealth promotion network.
The person in the photo used to represent Ronan at SeekingAlpha is indeed a senior lecturer at a British university, as the biography claimed. But his name is Terrence Brathwaite, his areas of expertise are human-resource management and comparative law, and he does not post on SeekingAlpha or any other investment site.
The very first SeekingAlpha story under Ronan’s name was ostensibly about Groupon Inc. (Nasdaq: GRPN), but segued into a discussion of a patent-infringement suit by a company called Blue Calypso Inc. (OTC: BYSP). We noted that Rae posed a story about that same tiny company three days later, on another site.
The original Ronan’s postings at SeekingAlpha ended in February 2014. A few months later, the second Ronan began posting at Gurufocus.com.
Nine of the first 12 stories credited to that incarnation focused on, or mentioned, companies linked to Honig. They included VBI; Pershing Gold; Vapor Corp., Inventergy Global Inc. (OTC: INVT); and Orbital Tracking Corp. (OTC: TRKK);
The same Ronan showed up at Market Exclusive in May 2015. He was credited with 55 articles there, the most recent of which appeared in September 2016. The second Ronan was described in his profile on Market Exclusive as “an author, journalist and public speaker with a focus on the financial sector – specifically its application to health care.’’
We found no books attributed to anyone named George Ronan, nor any evidence of speaking engagements or public appearances.
A third George Ronan was credited with a single story at Benzinga.com. It focused on uSell, an obscure Florida-based company backed by Honig and Brauser. That Ronan’s article claimed uSell was set to mount a serious challenge to eBay Inc. (Nasdaq: EBAY) in the online marketplace for used goods.
We found that the photo used to represent the third Ronan was used to depict another fake writer, Alexander Daley, on SmallCapNetwork.com. Daley also wrote favorably about companies linked to Honig and his associates.
SMALL CAP EXCLUSIVE
Our search for more stories about the companies touted by the three Ronans led us to SmallCapExclusive. It has produced at least 20 articles about Honig- and IRTH-related companies since its launch in 2016. Most were about VBI, U.S. Gold and 22nd Century.
With the exception of one post last August about MGT Capital, none of the stories about Honig-backed companies included a disclosure statement saying whether the writer had been compensated, owned shares or had any other potential conflict of interest.
Small Cap Exclusive was a close cousin to Market Exclusive, in design and function. Although it used a privacy service to hide details of its domain registration, the New York address and phone number it initially listed were the same as those for Market Exclusive.
Our investigation found that six of the seven writers whose bylines and photos have appeared on the site were fake, just like at Market Exclusive. We did reverse-image searches on the photographs used to represent those people and determined that most were lifted from LinkedIn.com, corporate websites and other sources.
One Small Cap Exclusive staffer who wrote about companies backed by Honig and his associates was called Mary Holland. According to her bio, she had a bachelor’s degree in corporate finance, graduated from the London School of Economics and spent 15 years at a top accounting firm before quitting to manage her own portfolio.
The bio also said: “She is published in a number of top print publications, and specialises in emerging miners.” We found no evidence of a Mary Holland having worked for a large accounaccounting firm in London, or having written for any major print publications. We did, however, discover that the picture used with her bio actually was that of a woman named Mary Rountree, whose maiden name is Holland. She is not an accountant or writer, but a sales executive for an LED lighting company.
She had no idea her image and name were being used.
Likewise, the picture that Small Cap Exclusive used for Edward Tarpin (said to enjoy “fishing, beer and small caps with healthy balance sheets”) was that of a stockbroker in North Carolina named Brett Parkis.
The picture that Small Cap Exclusive used for a third writer, Eli Altmann, was that of Erik Altmann, a psychology professor at Michigan State University and Mayor Pro Tem of East Lansing, Mich.
The fake Altmann was credited with four stories about VBI and one about U.S. Gold. That byline also appeared atop a story on Xenetic Biosciences Inc. (Nasdaq: XBIO), in which Opko holds a stake.
The photo used to represent a fourth writer, Richard Schwarz, was that of an administrator at a Christian school in Australia. Schwarz’s byline appeared on four stories about Honig-related companies– two on VBI, one on PolarityTE and one on Riot Blockchain’s corporate predecessor, Bioptix Inc .
The article about Bioptix focused on Honig’s stock purchases, calling him “one of the biotech space’s most renowned entrepreneurs and investors.” It referred to Frost as his compatriot, and added that many investors like to piggyback on Honig’s positions.
We noted that a fifth fake writer at the site, James Peters, also had a platform at SmallCap Network. That site was created by Lawrence D. Isen, a barred stockbroker and recidivist SEC offender.
The only member of the Small Cap Exclusive team that we determined to be an actual person is Thomas “Jack” Delahunty. His bio said he was “an independent research analyst with a biotech specialty, and manages a compact, junior biotech fund – ultra long, low risk (where possible), medium to long focus.”
However, Delahunty’s LinkedIn profile describes him only as an analyst and writer for SmallCapExclusive and as a freelancer available for assignments through an online marketplace called Upwork.com.
He also is the co-operator of a cupcake business in a Cleveland suburb.
Delahunty’s byline did not appear on any of the stealth promotion stories about Honig-related companies. However, it did appear on stories about other stocks the network was touting
Our investigation found that Delahunty, who is originally from England, has a personal connection to Rae. The two men appear from social media sites to be friends or relatives. Rae is Facebook friends not only with Delahunty, but with another member of Delahunty’s family. Likewise, Delahunty is Facebook friends with Rae and Rae’s sister.
Last spring, after the SEC brought charges in connection with the other undisclosed touting schemes, some of the stealth promotional pieces on Small Cap Exclusive were deleted from the site.
Our monitoring revealed another development that definitively connected Small Cap Exclusive to the broader touting scheme. In June, the domain registration for the site was updated. It listed Rae as the new registrant.
The following month, Small Cap Exclusive began distributing fully disclosed tout reports via email. It has issued at least eight alerts. Two of them focused on companies with current or previous ties to Honig –BTCS Inc. (OTC: BTCS) and Chanticleer Holdings. Two more focused on companies represented by IRTH Communications.
Small Cap Exclusive now makes no secret of the fact that it is paid to promote stocks. It said in a lengthy disclosure statement at the end of a recent story about Gopher Protocol Inc. (OTC: GOPH) that it was paid $285,000 by a third party for 10 weeks of coverage.
It said in a disclosure statement on another article, about Cannabis Wheaton Income Corp. (OTC: CBWTF) that it had been paid $70,000 for two months of coverage.Cannabis Wheaton put out a press release in late January after the OTC Market inquired about promotional newsletters that encouraged investors to buy the company’s stock. It said that neither the company nor its officers, directors or controlling shareholders had any connection to the campaign.
Cannabis Wheaton said that the newsletters apparently were distributed by IRTH Communications, without its knowledge or consent. It said it had hired the firm as an investor-relations consultant on Jan. 5.
MORE ON RAE
Rae’s LinkedIn profile describes him as a forex trader, author (Diary of a Currency Trader) and journalist. It says he also operates two digital media businesses, Topline Studios and Traffikfeed.com, but neither has an operating website or an active social media presence.
Rae is responsible for a third of the articles on VBI that have been posted since May 2016. Those were spread across five different financial sites (See examples here, here, here and here). Rae also wrote half of the pieces on U.S. Gold that the touting network produced in the past two years, along with almost a third of the articles on Mabvax and 22nd Century.
Rae’s disclosure statements on the roughly 60 stories he has posted at SeekingAlpha and TalkMarkets said he had no position in any of the stocks, had no business relationship with any of the companies mentioned and had not been compensated for any of the articles.
A further 110 articles, posted at Investing.com, Equities.com, Gurufocus.com and handful of other sites, had no disclosure statements at all.
Rae did not respond to our questions.
Rae began contributing stories to SeekingAlpha in mid-2013, around the same time as the original Ronan. Rae’s first seven articles either focused on Honig-related stocks or mentioned them as part of a broader discussion of companies within a specific industry.
The latter technique has been a common one for writers in the touting network. The articles typically mention two or three companies with large market capitalizations and big investor followings and then introduce a much smaller, lesser known company that is the actual focal point of the piece.
Rae’s first article for SeekingAlpha was posted on June 13, 2013. It covered investment possibilities linked to fantasy sports. After touching on the roles played by Yahoo Inc. (formerly Nasdaq: YHOO); Walt Disney Co. (NYSE: DIS) and Comcast Corp. (Nasdaq: CMSCA), it introduced MGT Capital. That Honig-backed company had just acquired a stake in a daily fantasy sports site called FanThrowDown.com.
Rae’s next article, a week later, was ostensibly an overview of prospects for the gold-mining industry. It took the same approach as the piece on fantasy sports, discussing several big players before pivoting to Pershing Gold, a Honig-backed company.
Rae was one of the writers who produced a stealth promotion piece on BioZone just before its brief and unlikely surge in September and October of 2013.
All told, at least 21 of the 38 stories that Rae posted on SeekingAlpha either focused on or mentioned Honig-backed companies.
The stealth promotion network has touted at least seven stocks that do not appear to be backed by Honig and his associates, but are represented by IRTH Communications.
All of the key writers in the stealth promotion network have produced bullish stories about Vuzix. From Nov. 13 to Nov. 16 of last year, four writers in the ring (two real people and two fakes) posted bullish pieces about Vuzix on four different financial sites. Its stock rose 17 percent in that time, to a high of $6.69. Trading volume also jumped. More than 1 million shares changed hands on Nov. 14 – one of the few times that happened all year.
Vuzix also was the subject of two alerts by paid touting services on Nov. 14. Its stock reached $7.25 by Dec. 12. Two days later, the company announced a deal to sell 2 million new shares at $6.05, a steep discount from that very recent peak.
In addition to Vuzix and 22nd Century, the stealth promotion network has been touting:
– Citius Pharmaceuticals
– Global Blockchain Technologies Corp. (OTC: BLKCF)
– Alkaline Water Co. (OTC: WTER)
– Hemispherx Biopharma Inc. (NYSE: HEB)
– Massroots Inc. (OTC: MSRT).
The stealth promotion network has produced nearly two dozen stories that either touted or defended Opko, a Miami-based medical products company. Frost, the Frost Gamma Investments Trust and two other Frost-related entities own around 190 million Opko shares, or roughly a third of the total outstanding.
Opko’s stock rose from around $5 at the end of 2015 to a high of $19 in mid-2015, only to sink back below $5 last year, as new products failed to gain FDA approval or failed to generate significant revenue.
Opko’s shares have been heavily shorted, and negative articles have been written about the company’s drug-development prospects, about Frost’s dealings with Honig and Brauser and about other aspects of its business.
Opko’s shares closed Monday at $3.54, giving the company a market capitalization of just under $2 billion.
(Disclosure: Mark Cuban, owner of Sharesleuth.com LLC, has a short position in Opko’s shares. Chris Carey, editor of Sharesleuth, does not invest in individual stocks and has no position in any of the companies mentioned in this article).
Opko’s latest annual SEC filing showed that, in addition to its previously mentioned holdings in VBI and Mabvax, it had a 9 percent stake in Cocrystal Pharma and a 1 percent stake in Chromadex.
Frost and Opko submitted SEC filings disclosing plans to sell 2.7 millions of shares of Cocrystal’s predecessor company, BioZone, during its trading surge in late 2013.
THE DELEVACO GROUP
The stealth promotion ring began posting stories last year about companies with financial ties to The Delavaco Group, a self-described merchant banking firm with offices in Fort Lauderdale, Fla. and Toronto.
Its principals, Andrew and Catherine DeFrancesco, have been putting money into Honig’s deals since 2016. SEC filings show that they or entities they control hold stakes in PolarityTE, Riot Blockchain and InfoSonics.
The touting ring has spotlighted at least four companies in The Delevaco Group’s investment portfolio: Massroots; Aphria Inc. (OTC: APHQF); Liberty Health Services Inc. (OTC: LHSIF) and Breaking Data Corp. (OTC: BKDCF).
Collins clearly is fictitious. As we noted earlier, the head shot used in his profile is that of Brandon Edgerton, who works in the financial services industry in North Carolina.
Collins was credited with more than 560 stories at Market Exclusive, a total that included summaries of SEC filings and press releases and rewrites of articles from other sources. At least a dozen of his stories on that site were bullish pieces that called attention to Honig-related companies, or to Opko. The most recent of those was a Dec. 6 story on U.S. Gold.
Collins also had six bylined articles at Born2Invest, including stealth promotion pieces on VBI and 22nd Century Group. A further 33 articles appeared on Equities.com. The list included stories on VBI, U.S. Gold, Vuzix, Hemispherx and Massroots.
None of the Collins stories on Market Exclusive, Born2Invest or Equities.com included disclosure statements saying whether he had been compensated for his writing.
Collins’ name was on two stealth promotion articles at Benzinga, both submitted through its contributors program. They included end notes that said they had not been edited by the site and did not represent the opinions of the site.
Both articles have since been deleted.
The pieces focused on PolarityTE and Riot Blockchain, two of the newest Honig-backed companies. The story on Riot Blockchain, headlined “Riot Blockchain Just Established Itself As A Leading Bitcoin Mining Play,’’ was posted on Nov. 17.
Riot Blockchain’s stock closed that day at $8.13. The company’s shares nearly tripled over the next four trading sessions, reaching a high of $24.
We found four more articles on Investing.com that used Malcolm’s supposed head shot but identified the author as Christopher Lourenco. Two of those stories focused on Honig-related companies, VBI and Pershing Gold.
We could find no evidence that either Malcolm or Lourenco actually exist.
We noted multiple instances where Malcolm posted bullish stories on the same companies as Rae, Ronan, Superinvestor Bulletin and other writers, including some of the fictitious ones from Small Cap Exclusive.
For example, on Sept. 1, 2016, Superinvestor Bulletin posted a bullish article about VBI on SeekingAlpha. The next day, one of the fictitious writers at Small Cap Exclusive (Edward Tarpin) posted another story about the company, invoking Frost’s involvement as a sign of itspotential. On Sept. 3, Malcolm continued the push, with a piece at GuruFocus.
Similarly, on Nov. 29, 2016, Malcolm posted a story on Mabvax at Gurufocus. Two days later, Rae posted articles about Mabvax on Talkmarkets and EconomicCalendar.com, a site that has since gone offline.
Malcolm went to unusual lengths to tout VBI that same month, using the presidential election as a hook for his promotional pieces. On Nov. 7, two days before the vote, he produced a story for TheStreet that suggested a likely Hillary Clinton victory had created a buying opportunity for investors. He claimed VBI’s stock had declined because of fears that a Clinton administration would be unfriendly to biotech companies.
On Nov. 11, two days after the election went to Donald Trump, he posted another story on Gurufocus, asserting that Trump’s victory would aid VBI. Persinos followed on Nov. 12 with another favorable story on VBI. David Rich, the editor of MarketExclusive, was credited with a piece that ran on that site two days later.
VBI’s stock closed at $2.83 on Nov. 4, the last trading day before the push. It reached $3.52 on Nov. 14, for a gain of nearly 25 percent. Average trading volume for the six days that the stories appeared was more than double that of the previous six days, and also would prove to be nearly twice that of the following six days. Malcolm’s byline has not appeared on any stealth promotion stories — or any stories at all — since April 2017.
After we sent questions to writers in the stealth promotion network, Malcolm’s stories on Gurufocus were deleted. His profile picture was switched to a closely cropped image of actor Jamie Dornan, and the name on the account was changed to “$$$.”
Gurufocus declined to talk to us about the use of the site by Rae, Ronan, Malcolm and others in the stealth promotion network.
Last March, we noticed a tout-style story on Minyanville.com, a site that had not previously been exploited by the stealth promotion network. A closer look showed that the piece was posted through a content sharing arrangement with another site, Scutify.com.
The writer was named Luke Douglas. Douglas’ article spotlighted an obscure company called Bingo Nation Inc. (OTC: BLTO). That stock also was the subject of stealth promotion stories by Samuel Rae at EconomicCalendar; George Ronan at Gurufocus; Christopher Malcolm at Born2Invest; Mary Holland at Small Cap Exclusive and James Peters at SmallCap Network (The latter two stories have been deleted from those sites).
The SEC ordered a trading halt on Bingo Nation’s shares in April, citing concerns about the accuracy and adequacy of its publicly available information, and potentially manipulative stock transactions.
Douglas’ byline now has appeared on 25 articles. All of them were about companies being touted by the stealth promotion network.
Eight focused on stocks linked to Honig and his associates, namely VBI, U.S. Gold, PolarityTE and InfoSonics. Thirteen others spotlighted IRTH Communications clients, including 22nd Century, Vuzix, Citius, Global Blockchain, Hemispherx and Massroots.
The remaining three were about Bingo Nation and Wirecard — companies touted by other members of the stealth promotion network. We believe that Douglas is fictitious. We could find no previous analysis pieces about public companies by anyone with that name. Nor could we find a writer by that name on LinkedIn or any social-media platforms.
The biography for Rich on Market Exclusive’s website says that before he became editor, he was a financial analyst at a top-tier Wall Street firm. It also describes him as having a keen eye for undervalued stocks. Our investigation found no one with that name who held such a position in the years preceding Market Exclusive’s creation.
The head shot used to represent Rich is a photo that has been converted to a line drawing, which makes reverse-image searches more difficult. The head shots of Market Exclusive’s other fictitious staffers also were modified in that way.
The stories credited to Rich included stealth promotion pieces about VBI, Opko, Harmony Merger and PhaseRx. For a brief time last February, Rich was given a different name – Steven Sullivan. That byline appeared on a bullish story about PolarityTE.
Peters, one of the fake writers at Small Cap Exclusive, was credited with eight articles that focused on companies backed by Honig and his associates.
Six were posted at Small Cap Exclusive. Two more were at SmallCap Network. It had a page called “James Peters’ Space,’’ that in May 2017 featured links to least five stories. One focused on DraftDay Fantasy Sports Inc (Nasdaq: DDAY), which had been part of MGT Capital. We found that, in the three days leading up to that May 5, 2016 posting, four other people in the stealth promotion network (Rae, one of the fake George Ronans; Persinos and Holder) also posted articles that spotlighted DraftDay.
Peters’ other articles at SmallCap Network focused on Bingo Nation, Preston Corp. (also known as Preston Royalty Corp.; OTC: PSNP) and another little-known company, Oroplata Resources Inc. (OTC: ORRP).
Rae and one of the fake Ronans also had articles about Preston in the two days before Peters’s story appeared. The SEC later suspended trading in the company’s shares, citing concerns about the adequacy and accuracy of its publicly available information.
Small Cap Exclusive and Christopher Malcolm also posted stealth promotion stories on Oroplata. SmallCap Network has since deleted the stories about DraftDay, Bingo Nation, Preston and Oroplata. We noted that the site systematically deleted virtually all of the stories about Honig-backed companies in the second half of 2016. SmallCap Network previously deleted the articles credited to Rae and one of the George Ronans..
Several new stories carrying Peters’ byline have been posted at SmallCap Network in the past few months, including one on U.S. Gold and another on Vilacto Bio Inc. (OTC: VIBI), a Danish company that makes a skin cream used to treat psoriasis and other ailments.
Vilacto also was the subject of bullish stories in November by George Ronan at Gurufocus and Collins at Equities.com. Vilacto issued a statement Nov. 30 saying it had no role in any of the promotional activity surrounding its stock.
Peters’ most recent story was about UMF Group Inc. (OTC: UMFG), another company in the medical marijuana business. Rae and Collins also produced tout articles about that company. Its shares began the year at 51 cents and peaked at $1.67 on Jan. 22 — the same day Collins posted his story at Equities.com.
UMF Group’s stock has since plunged to less than 5 cents a share.
None of Peters’ stories contained at SmallCap Network included disclaimers saying whether he or the site had been compensated for the coverage.
SmallCap Network initially was operated by Isen, a former stockbroker and recidivist securities offender, and two partners. Isen had bylined articles on the site until late 2011. The SEC charged Isen in 2007 with “scalping,’’ alleging that he posted stories that recommended shares of a certain company while he was simultaneously selling the ones he had received as payment for the coverage.
That case involved a different site, called OTC Journal. Isen was ordered to disgorge his profits from those sales, and pay penalties and interest.
The SEC brought new charges against Isen last year, alleging that he was a participant in a boiler-room scheme that peddled shares of dubious public companies to investors, generating at least $14 million in profits.
Isen also was hit with criminal charges in connection with the scheme. SmallCap Network now is operated by Isen’s former partners, thorugh a company called Levelogic Inc.
OTHER TOUTERS — JOHN H. FORD
Ford — who claims to have a history of founding and investing in startups — posted more than 40 articles on SeekingAlpha from June 2011 to May 2015. More than half were about Honig-backed companies, or about Opko.
Ford regularly posted mid-year and end-of-year scorecards listing the big gains on the stocks he spotlighted – including some of the most heavily hyped Honig stocks.
Ford added more detailed disclosure language at the bottom of some of his other stories, saying readers should assume that he “or his associates” own shares in the companies he writes about.
Ford posted a highly favorable – and highly misleading – story about BioZone that helped touch off a surge in trading in September 2013. We found that Rae had posted a stealth promotion story about BioZone on a different site a few weeks earlier. Brian Wilson of Bio-Wire also talked up the company in an interview that appeared on a third site in October 2013, while the trading surge was still in full force.
All of Ford’s SeekingAlpha stories say he was not compensated for writing the pieces, and did not have a business relationship with any of the companies mentioned. However, our investigation found that Ford did have a business relationship with Honig and his group.
SEC filings show that Ford invested alongside Honig, Brauser and Frost in at least five private placement deals that provided capital to companies they backed.
Those deals were not open to ordinary investors. The only way Ford could have participated was through an invitation from Honig or someone else overseeing the share sale. His access to those potentially lucrative deals could be viewed as a form of compensation for his favorable articles.
SEC filings show that Ford was listed as a selling shareholder with Honig and other members of his group in the 2013 prospectuses for three companies — MGT Capital, Pershing Gold and Document Security Systems.
Ford posted bullish articles on all three companies at SeekingAlpha in late 2012 and 2013. Although he disclosed that he owned shares of the companies, he did not say that he acquired some or all of them through his connections to Honig’s group.
SEC filings show that Ford also participated in placements involving shares of BTX Trader Inc., which became WPCS, and Eon Holdings Inc., which became Inventergy Global. In addition, he joined Honig, Stetson, Groussman and others in a purchase of stock and convertible notes in VeriTeq Corp. (OTC: VTEQ) in late 2013.
Ford no longer is allowed to contribute articles to SeekingAlpha. He occasionally produces short blog posts calling attention to stocks he thinks are poised for sharp increases, or highlighting what he says are his successful trades.
A writer named Greg Miller posted 38 stories on SeekingAlpha from November 2012 to January 2015. All but six either focused on, or mentioned, companies in which Honig and his associates had stakes. More than a third focused on a single company – MGT Capital.
Miller has not posted an article on any financial site for nearly three years. However, he broke his long silence on SeekingAlpha last September, when he posted a bullish comment on a story that Rae posted about VBI.
After another writer posted a negative piece about Pershing Gold in November, Miller returned to post five comments criticizing the writer’s analysis.
Napodano is an independent biotechnology analyst who operated BioNap Consulting Inc. He billed it as an investor intelligence and strategic advisory firm with a large following on social media. In his LinkedIn profile, he boasted to potential clients of his ability to “educate and engage with investors to maximize your investor relations effort.”
Napodano posted more than 440 articles and notes at SeekingAlpha under the BioNap name between 2010 and early 2016. At least 22 were about Honig-backed companies, mainly Mabvax, 22nd Century and Neuralstem.
Some of Napodano’s posts at SeekingAlpha and other sites included a bare-bones disclosure statement with a link that sent readers to a section of his own website, which listed his business relationships with companies and investor-relations firms.
At one point last year, it said he had a $4,000-a-month contract with IRTH Communications to produce research reports on six companies, including Mabvax, 22nd Century and Relmada Therapeutics Inc. (OTC: RLMD), another Honig-backed company.
Napodano posted 54 articles on TalkMarkets; six focused on Mabvax and two focused on other companies with ties to Honig and his associates. An even greater number spotlighted IRTH Communications clients.
Some of the pieces, including several of the Mabvax stories, did not have disclosures of any sort.
The SEC charged Napodano last year with insider trading, alleging that he and two other men profited by taking positions based on nonpublic information. The complaint said the Napodano, while working as a senior analyst at Zacks Investment Research, bought shares in companies he was preparing favorable reports about and sold them at a profit after the reports were released.
Napodano agreed to pay roughly $300,000 in disgorgement, fines and penalties, and was barred for life from writing about penny stocks. He also pleaded guilty to a criminal securities fraud charge and is awaiting sentencing.
The charges do not appear to involve any of the stocks mentioned in this story.
Sabrina is a California-based blogger who specializes in emerging products and trends. She also operates a company called What Vibes Your Tribe Media LLC, which seeks to “connect the worlds of digital marketing and public relations.’’
Sabrina did not produce tout stories in the manner of Rae, Holder and the others we have identified. Instead, she simply dropped the names of companies into the trend stores she posts on HuffingtonPost.com, Buzzfeed.com and other sites.
Sabrina mentioned VBI in four of the articles she contributed to Huffington Post and Buzzfeed in the past 18 months.
All but one of her stories appeared at the same time the companies were being touted by other members of the stealth promotion network. Two of Sabrina’s pieces included VBI in discussions about vaccine safety. Using VBI as an example in those stories was an unusual choice, because none of its vaccines are approved for use in the United States, Canada, the United Kingdom or most other English-speaking nations.
Sabrina also dropped the names of certain IRTH Communications clients into her stories, specifically Vuzix, 22nd Century and Citius. In a Today.com piece offering self-care tips for busy mothers, she mentioned just one product, Citius Pharma’s hydrocortisone-lidocaine cream, in a section dealing with hemorrhoids. Again, that was unusual choice, given that the cream is still in development and not available for purchase anywhere in the world.
None of Sabrina’s stories included disclosures saying that she had been compensated for promoting the companies.
We noticed in late December that HuffingtonPost had removed all of her pieces.
PAID PROMOTERS – THE SOUTH CAROLINA CONNECTION
Even though Small Cap Exclusive put Rae’s name on the domain registration last year, the contact information on the site listed the owner as JBN Partners LLC.
It is run by a stock promoter named James Filippone. He lives in South Carolina and has prior ties to Honig and Brauser through MusclePharm. Filippone previously operated FlipVentures LLC, which acted as a middleman in making payments to other promotion sites for their touting on behalf of several dozen small public companies.
Some of those sites were owned by Global Marketing Media LLC, a Charleston, S.C.-based entity run by Christopher “Gabe” Nix and Drew Ciccarelli. The SEC brought charges against Nix in 2014 in connection with his role in a fraudulent pump-and-dump scheme involving the shares of Amogear Inc. (formerly OTC: AMOG).
Nix also was indicted on criminal charges, and pleaded guilty to wire fraud, securities fraud and conspiracy to commit securities fraud. He was sentenced to 18 months in prison on each count, with the sentences to run concurrently.
Nix is scheduled for release in April. Ciccarelli was not charged in connection with the Amogear scheme.
SEC filings show that Ciccarelli once was president of MusclePharm Sportwear, which had a licensing deal with MusclePharm to market exercise clothes. Filippone was chief operating office of the sportswear business.
Our investigation linked Ciccarelli to a relatively new tout site, OTC-Expert.com, that was paid to promote at least five companies in which Honig or his associates have stakes. They were:
– Inventergy Global
– Towerstream Corp. (OTC: TWER)
– Medovex Corp. (OTC: MDVX)
– American Brewing Co. (now New Age Beverages, Nasdaq: NBEV)
The site also has promoted some of the IRTH Communications-related stocks that were the subjects of stealth promotion campaigns. That list includes Vuzix and Citius.
Records show that Ciccarelli was the domain registrant for OTC-Expert, which first appeared in January 2016. The address listed on the site corresponds to that of another man, Justin Skibinski, in Charleston, S.C.
Skibinski also is listed as OTC-Expert’s contact person. We found that he previously worked at Flipventures, and also was involved in a nutritional supplements business with Filippone.
A second tout site, TheStockExpert.com, has featured many of the same stocks as OTC-Expert. It lists its business address as a house in Johns Island, S.C. Ciccarelli used the same address when he incorporated another business last October.
Some of the disclosure statements on OTC-Expert’s tout emails — including those for Vuzix and Global Blockchain — said that the site received payment from TSX Ventures LLC for those promotions.
TSX Ventures’ corporation filing lists Ciccarelli is registered agent.
A second cluster of paid tout sites, operated by Small Cap Specialists LLC in Burton, Mich., also has promoted a long list of Honig-related stocks. The list since the start of 2016 included:
– U.S. Gold
– MGT Capital
– Spherix Inc. (Nasdaq: SPEX)
– Inventergy Global
– American Brewing
– Draft Day Sports
In addition, we noted that Small Cap Specialists was paid to tout at least eight IRTH Communications clients — 22nd Century, Vuzix, Citius, Hemispherx, Blockchain Global, MassRoots, Cemtrex Inc. (Nasdaq: CETX) and BioSig Technologies Inc. (Nasdaq: BSGM).
All of those stocks also were featured by the stealth promotion network, at SeekingAlpha and other sites.
By our calculations, the South Carolina-based tout sites and the Michigan-based tout sites have received more than $1 million over the past three years to promote companies connected to Honig and his associates.
They also have recieved well over $500,000 to promote clients of IRTH Communications.
Most of those payments were made by intermediaries. But just as our chronology of hundreds of stealth promotion stories points to a common group of beneficiaries, so, too, do the numerous paid promotions.