SEC v. JOSHUA A. WEISS; and GRAINNE M. COEN, No. 1:24-cv-06990, Southern District of New York (Sept. 16, 2024) — Complaint

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GREGORY A. KASPER
[email protected]
JODANNA L. HASKINS (pro hac vice application forthcoming)
[email protected]
IAN J. KELLOGG (pro hac vice application forthcoming)
[email protected]
SECURITIES AND EXCHANGE COMMISSION
1961 Stout Street, 17th Floor
Denver, Colorado 80294
(303) 844-1000
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

- against –

JOSHUA A. WEISS and GRAINNE M. COEN,

Defendants.
Case No. 24-cv-06988
COMPLAINT FOR INJUNCTIVE
AND OTHER RELIEF

JURY TRIAL
DEMANDED

Plaintiff Securities and Exchange Commission (the “SEC” or “Commission”), for its
Complaint against Joshua A. Weiss (“Weiss”) and Grainne M. Coen (“Coen”) (collectively
referred to herein as “Defendants”), alleges as follows:
SUMMARY
1. Weiss, the former Chief Financial Officer (“CFO”) of Kubient, Inc. (“Kubient”),
and Coen, a former Kubient Board of Directors member and audit committee chair, engaged in a
scheme to mislead Kubient’s investors and independent auditor as to its 2020 revenue.
2. On the same day that Kubient launched a secondary public offering of its stock,
Weiss and Coen learned that Kubient had not in fact provided important services supporting a
meaningful amount of the revenue that the company was touting to promote the offering. Despite
their senior roles in the company, neither properly investigated what they learned or took any
steps to correct the offering materials; instead, they perpetuated the scheme by lying to Kubient’s

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independent auditor and making false statements to the investing public concerning the revenue
at issue.
3. In advance of Kubient’s initial public offering (“IPO”) conducted in August 2020,
Kubient’s Chief Strategy Officer, President, and Chairman—and later Chief Executive Officer
(“CEO”)—caused Kubient to fraudulently inflate its revenue and asserted that the revenue
demonstrated that Kubient’s flagship product, Kubient Artificial Intelligence (“KAI”), was
successful. In reality, KAI, a product that purportedly detects real-time fraud during digital
advertising auctions, had not generated any meaningful revenue. The CEO fabricated fraud
analyses that he claimed were prepared by KAI for two customers as part of beta tests despite
Kubient not obtaining the customers’ data to analyze. Kubient claimed it received over $1.3
million in “revenue” for analyzing the customers’ data when, in fact, Kubient never performed
the analyses to generate revenue. Kubient raised approximately $12.5 million through its IPO.
4. Kubient then launched its secondary public offering on December 22, 2020. On
that same day, Weiss and Coen learned that the beta tests had not been performed. Despite
learning this, neither investigated the circumstances of Kubient recording the $1.3 million in
revenue, and instead both continued the CEO-initiated scheme. They did not correct the public
statements to investors about the tests and the associated revenue, and indeed made additional
false statements in Kubient’s later public filings. In addition, Weiss and Coen both lied to
Kubient’s independent auditor about the revenue at issue and their knowledge of concerns raised
internally about the transactions supporting the revenue. Their conduct allowed Kubient to
continue to champion the success of KAI and the phony revenue in its secondary offering, which
raised over $20 million from investors.

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NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF
5. The SEC brings this action pursuant to the authority conferred on it by Section
20(b) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77t(b)] and Section 21(d) of
the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)]. The SEC seeks a
permanent injunction against the Defendants, enjoining them from engaging in the transactions,
acts, practices, and courses of business alleged in this Complaint and from violating, directly or
indirectly, the laws and rules alleged in this Complaint; civil penalties pursuant to Securities Act
Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)]; an
officer and director bar pursuant to the Court’s equitable authority, Securities Act Section 20(e)
[15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; and as to
Weiss, disgorgement of all ill-gotten gains from the unlawful activity set forth in this Complaint,
together with prejudgment interest as well as reimbursement to Kubient pursuant to Section 304
of the Sarbanes-Oxley Act of 2002 [15 U.S.C. § 7243(a)].
JURISDICTION AND VENUE
6. This Court has subject matter jurisdiction pursuant to Securities Act Sections
20(b), 20(d), 20(e), and 22(a) [15 U.S.C. Sections §§ 77t(b), 77t(d), 77t(e), and 77v(a)] and
Exchange Act Sections 21(d), 21(e), and 27(a) [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
7. The Defendants, directly or indirectly, made use of the means or instrumentalities
of interstate commerce, or of the mails, or the facilities of a national securities exchange in
connection with the acts, practices, transactions, and courses of business alleged in this
Complaint.
8. Venue lies in this Court pursuant to Sections 21(d) and 27 of the Exchange Act
[15 U.S.C. § 78u(d) and 78aa]. Certain of the acts, practices, transactions, and courses of

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business alleged in this Complaint occurred within the Southern District of New York, the
Defendants have transacted business in this District, and the Defendants worked for Kubient,
which at all relevant times had its principal place of business within this judicial district in New
York, New York.
DEFENDANTS
9. Joshua A. Weiss, age 40, is a resident of Woodmere, New York. Weiss served as
Kubient’s CFO from December 23, 2019, until June 1, 2024. Previously, he was a senior audit
manager with a national auditing firm. Weiss is licensed as a certified public accountant (“CPA”)
in New York.
10. Grainne M. Coen, age 50, is a resident of Garden City, New York. At all
relevant times, Coen was a member of Kubient’s Board of Directors, chair of Kubient’s audit
committee, and designated as an audit committee financial expert. Coen resigned from Kubient’s
board on December 1, 2023.
RELATED ENTITY AND INDIVIDUAL
11. Kubient, Inc. is a Delaware corporation based in New York, New York.
Kubient’s common stock is registered with the Commission under Section 12(b) of the Exchange
Act. Kubient was quoted on the NASDAQ Capital Market under the ticker symbol “KBNT”
beginning on August 12, 2020, until it was delisted on November 17, 2023. Unsolicited
quotations for Kubient’s common stock are currently quoted on OTC Link. On July 25, 2024,
Kubient filed a Chapter 7 voluntary petition for bankruptcy.
12. Paul D. Roberts, age 47, is a resident of Melville, New York. He served as
Kubient’s Chief Strategy Officer, President, and Chairman beginning on approximately May 15,
2019. On October 31, 2020, Roberts became Kubient’s Interim CEO. On December 16, 2021,

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Roberts was made CEO. Roberts resigned as Chairman and CEO/President on September 22,
2023, and November 2, 2023, respectively.
FACTUAL ALLEGATIONS
I. Kubient and KAI
13. During the relevant period, Kubient was a technology company that provided
services to the digital advertising industry via a cloud-based software platform.
14. According to Kubient, its flagship product, KAI, detected fraud when companies
were buying or selling advertisements on digital platforms, such as Google. These purchases
were typically made during real-time auctions for that digital ad space. As digital advertising is
typically priced by how often the advertisement is viewed, KAI purported to detect when those
views are not by humans but by software programs designed and implemented to inflate those
views to increase the price of the advertising.
II. Kubient’s IPO and Secondary Offering

15.  Kubient engaged in two securities offerings—the IPO took place in August 2020
and the secondary public offering took place in December 2020.
A. IPO
16. The offering materials for Kubient’s IPO included an S-1 registration statement
and prospectus (“IPO Offering Materials”). The final IPO Offering Materials were filed and
made effective on August 11, 2020.
17. Kubient raised approximately $12.5 million through its IPO.
B. Secondary Offering
18. Beginning on December 22, 2020, Kubient conducted a secondary offering of its
common stock.

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19. The offering materials for Kubient’s secondary offering included an S-1
registration statement and prospectus (the “Secondary Offering Materials”). The Secondary
Offering Materials were filed on December 21, 2020, and made effective on December 22, 2020.
20. Kubient raised approximately $20.7 million through its secondary offering.
III. Kubient, Acting Through Roberts, Falsely Inflated KAI Revenue, Resulting in Kubient
Recognizing Improper Revenue as Part of a Fraudulent Scheme; After Learning that
KAI Services Had Not Been Provided, Weiss and Coen Engaged in Deceptive Conduct
to Further the Scheme.

21. Roberts engaged in deceptive acts and practices to falsely inflate KAI revenue by
instructing Kubient employees to fabricate KAI fraud analysis reports; instructing Weiss to send
fabricated fraud analysis reports to Kubient’s independent auditor; and causing Kubient to record
$1.3 million in revenue despite knowing the performance obligations associated with that
revenue had not been satisfied.
22. Prior to the first quarter of 2020, Kubient had not generated any meaningful
revenue from KAI. By late 2019, running short of funds and Kubient’s efforts to attract
investment from private equity funds failing, Kubient planned to offer shares to the public
through an IPO. For the IPO to be as successful as possible, Kubient needed to show that KAI
worked effectively in detecting fraud and that there was interest in and revenue from the product.
23. In or about the fourth quarter of 2019, Kubient entered into transactions with two
customers (collectively, the “Customers”) whereby (1) Kubient would provide a KAI “beta test”
fraud analysis to each of the Customers for a total of $1.3 million (the “KAI Deal”), and (2) the
Customers would sell data to Kubient for approximately the same dollar amount.

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A. Kubient Did Not Perform Under the KAI Deal, and Roberts Engaged in Deceptive
Conduct to Hide Kubient’s Failure to Perform.

24. The contract for the KAI Deal provided that the Customers would transfer data to
Kubient, Kubient would scan that data with KAI, and Kubient would then provide KAI fraud
analysis reports (the “KAI Reports”) to the Customers. However, none of these contractual
obligations were performed because the Customers never provided Kubient with data for a KAI
analysis.
25. In the first quarter of 2020, Kubient recorded $1.3 million in revenue for the KAI
Deal, constituting nearly all of Kubient’s revenue that quarter, and approximately 95% of the
company’s revenue at the time of its IPO in August 2020. Because the Customers never provided
any data for Kubient to scan, and Kubient had not in fact performed the work contracted for,
revenue should not have been recognized.
26. Roberts knew or was reckless in not knowing, and should have known, that none
of the performance obligations set forth in the contract for the KAI Deal were satisfied.
27. During the first quarter of 2020, Weiss asked Roberts for the KAI Reports to
provide to Kubient’s independent auditor to support the revenue.
28. In response, Roberts created fictitious KAI reports to support Kubient’s revenue.
To do so, he first instructed a Kubient employee (“Employee 1”) to create two electronic
folders—named for the Customers—under the pretext of creating a “sample.” Roberts did not
provide Employee 1 with any Customer data but told Employee 1 to populate the folders with
“our own data.” Employee 1 did so, inserting existing data from other Kubient customers into the
folders.

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29. Roberts instructed another Kubient employee (“Employee 2”) to create “sample”
KAI reports, indicating that the reports would be shown to bankers during the company’s
upcoming IPO road show.
30. Roberts then provided Employee 2 with the information he wanted the employee
to plug into the “sample” KAI reports, including the amount of fraud KAI had purportedly
detected.
31. Employee 2 asked Roberts for the data to be analyzed by KAI. In response,
Roberts told Employee 2 that there was no actual data to be analyzed and reiterated that these
were simply “sample” reports.
32. Employee 2 created the “sample” KAI Reports, as directed by Roberts, and sent
them to Roberts on March 24, 2020.
33. On March 25, 2020, the day after Employee 2 sent Roberts the KAI Reports they
had prepared, Roberts emailed the reports to Weiss to provide to the independent auditor as
support for the $1.3 million in revenue from the KAI Deal.
34. In reviewing the KAI Reports, Weiss noticed the quantity of data that had been
allegedly analyzed differed from the quantity of data for which the Customers had been invoiced
the previous quarter. Instead of inquiring further about the discrepancy, Weiss asked Roberts if
Weiss should change the numbers reflecting the quantity of data analyzed in the KAI Reports to
match the numbers in the invoices, to which Roberts replied “yes.”
35. As agreed to with Roberts, Weiss then changed the KAI Reports before emailing
these reports, in addition to the underlying KAI Deal contract and invoices, to the independent
auditor, copying Roberts.

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B. Weiss and Coen Learned the Performance Obligations of the KAI Deal Were Not
Satisfied and Engaged in Deceptive Conduct to Further the Scheme.

36. In late 2020, Weiss and Coen became aware that Kubient had not scanned the
Customers’ data underlying the KAI Deal. As alleged below, Weiss and Coen then engaged in
deceptive acts and practices that perpetuated the CEO-initiated scheme by: failing to conduct due
diligence to understand the circumstances of the Customers’ data not being scanned; failing to
correct—and continuing to make—false statements about the KAI Deal; lying to Kubient’s
independent auditor; and, in Weiss’s case, failing to correct—and continuing to overstate—the
$1.3 million in purported KAI revenue.
37. On December 22, 2020, a high-level Kubient employee who co-developed KAI
(“Employee 3”) discovered that the data purportedly provided by the Customers for the KAI
Deal did not originate from the Customers. After opening the electronic folders containing the
data that was supposed to be analyzed in connection with the KAI Deal, Employee 3 discovered
that the data originated from other Kubient customers.
38. That same day, Employee 3 first attempted to report his findings to Weiss noting
the matter was urgent. Weiss responded that he was too busy to talk to Employee 3.
39. Thereafter on December 22, 2020, Employee 3 reported his findings to Coen.
During Employee 3’s conversation with Coen, Employee 3 advised Coen that Kubient had not
scanned the Customers’ data, that the folders purportedly holding the Customers’ data contained
data from other Kubient customers, and questioned whether Employee 3’s discovery could be the
result of fraud.
40. Employee 3 further told Coen that if the wrong data had been scanned as part of
the purported beta test, Kubient might need to restate its earnings. In response, Coen told
Employee 3 that “we could all get fired.”

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41. Also on December 22, 2020, Coen discussed the issue with Roberts as well as
Weiss and Kubient’s outside securities counsel.
42. As a result, Roberts called a representative of the Customers on December 23,
2020.
43. On December 28, 2020, after being asked by Weiss for an update on “last week’s
fiasco,” Roberts told Weiss he had a “solution in place” and would send an email shortly.
44. On December 29, 2020, Roberts sent an email to the Customers (copying Weiss)
stating, in relevant part:
During  a  recent  internal  review,  we  discovered  that  the  data  used
during  [our  fraud  prevention]  test  may  not  have  originated  from
[you].  I  apologize  for  this  and  would  like  to  offer  a  solution  that
satisfies you and your team. Kubient can retest your data using KAI
at no cost as per the agreement terms or offer any suitable solution
you can provide. Please let me know how you would like to proceed.

45. Later that day, the Customers responded as follows:

After  connecting  with  the  team  internally,  everyone  agreed  that
during those 90-days we received a ton of value from your team. We
all  appreciate  the  offer  to  rescan  our  traffic,  however  we  are  very
satisfied with west [sic] we received . . . .

C. Revenue is Improperly Recognized.

46. As noted above, in the first quarter of 2020, Kubient recognized $1.3 million in
revenue based on the KAI Deal. That revenue was reflected in financial statements included in
Kubient’s second and third quarter 2020 Forms 10-Q, 2020 Form 10-K, and IPO and Secondary
Offering Materials. The improper revenue was also reported in Kubient’s earnings releases and
associated Forms 8-K and earnings calls for the second and third quarters of 2020 as well as
year-end 2020.

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47. The $1.3 million in revenue should not have been recognized because the
performance obligations for the KAI Deal were not performed in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 606, Revenue from
Contracts with Customers (“ASC 606”), the applicable accounting standard for revenue
recognition. As such, the recognized revenue was not in conformity with Generally Accepted
Accounting Principles (“GAAP”).
48. Although Weiss analyzed the $1.3 million in KAI beta test revenue under ASC
606 before learning that Kubient had not scanned the Customers’ data, he did not perform a new
analysis when he learned the Customers’ data had not been scanned as required by the contracts.
Weiss took no further action to understand why the underlying performance obligations of the
contracts had not been satisfied and how that might impact the revenue recognition.
49. Despite Weiss and Coen having signed the Secondary Offering Materials on
December 21, 2020—the day before being contacted by Employee 3 and Employee 3 raising
concerns about the KAI Deal—and despite the Secondary Offering materials improperly
containing the $1.3 million in fraudulent revenue from a purportedly successful beta test of KAI,
Weiss and Coen did not take meaningful steps to understand the circumstances underlying
Employee 3’s discovery, and they did not confirm or try to understand whether the Customers
provided any data to Kubient, how Kubient could have analyzed the wrong data, or whether
Kubient ever provided a KAI fraud analysis to the Customers.
50. The revenue recorded from the KAI Deal was material as it constituted nearly all
of Kubient’s revenue for the first quarter of 2020, approximately 95% of the company’s revenue
at the time of its IPO in August 2020, and approximately 45% of the company’s 2020 annual

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revenue. Moreover, it is likely the IPO would not have been underwritten had the underwriter
known about the fraudulent KAI Deal revenue.
D. Weiss and Coen Concealed Information About the Improperly Recognized Revenue
from Kubient’s Independent Auditor.

51. Kubient’s independent auditor was engaged from at least 2019 and conducted an
audit for Kubient’s 2020 fiscal year.
52. In furtherance of the fraudulent scheme and in violation of Rule 13b2-2, in
connection with that audit, Defendants made, or caused to be made, materially false or
misleading statements to the independent auditor.
a. Weiss and Coen Failed to Provide Corrected Information about the KAI Deal to
Kubient’s Independent Auditor.

53. In a memorandum provided to Kubient’s independent auditor in May 2020
justifying Kubient’s accounting treatment of the revenue from the KAI Deal, Weiss, then relying
on false information provided by Roberts, stated Kubient received the data from the Customers.
54. When Weiss learned from Coen in December 2020 that the Customers’ data had
not in fact been scanned, he did not notify Kubient’s independent auditor that the previously
provided memo was inaccurate. Moreover, Weiss did not tell the independent auditor that the
supporting documentation he previously provided to the auditor, including copies of the
purported KAI Reports, should not be relied on.
55. As a former auditor, Weiss knew or was reckless in not knowing, and should have
known, that the independent auditor would rely on the false information as part of its year-end
audit for 2020 unless it was provided the new information Weiss had learned.

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56. Weiss and Coen did not relay any of the information from Employee 3 to the
independent auditor, despite Employee 3 having told Coen that if the wrong data had been
scanned as part of the purported KAI beta test Kubient might need to restate its earnings.
57. As Kubient’s audit committee chair, Coen knew or was reckless in not knowing,
and should have known, that the information she had learned was important to the independent
auditor as part of its year-end audit for 2020.
b. Coen Excluded the Independent Auditor from the January 7, 2021 Audit
Committee Meeting.

58. Coen excluded the independent auditor from the audit committee meeting at
which Employee 3’s concerns were discussed.
59. Coen, as audit committee chair, circulated an agenda for a meeting of the audit
committee scheduled for January 7, 2021. According to the agenda, which attached the
December 29, 2020 email exchange between Roberts and the Customers, the main topic for
discussion was the KAI beta test transactions.
60. Coen invited the independent auditor to, and the independent auditor attended,
every audit committee meeting held by Kubient between at least May 2020 and January 2021.
However, Coen did not invite the independent auditor to, or otherwise inform the independent
auditor of, the January 7, 2021 audit committee meeting.
61. The audit committee met on January 7, 2021, and Roberts, Coen, and other
members of the audit committee attended that meeting. Weiss did not attend this meeting but
was aware of it taking place.
62. No minutes were created for the January 7, 2021 audit committee meeting.
Minutes were prepared for every other audit committee meeting between at least May 2020 and
March 2021.

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63. The independent auditor had access to the minutes of Kubient’s Board meetings,
which it reviewed and summarized as part of its audit work. Because there were no minutes
created for the January 7, 2021 audit committee meeting, the independent auditor was not aware
the meeting occurred.
64. The next audit committee meeting was held on March 19, 2021, and was attended
by the independent auditor. Weiss drafted the minutes and falsely stated in the minutes of that
meeting that the “Committee’s last meeting” was on November 10, 2020 and did not reference
the January 7, 2021 meeting. Coen then signed the minutes.
65. Coen knew or was reckless in not knowing, and should have known, that as a
result of her excluding information about the January 7, 2021 audit committee meeting from the
independent auditor, the independent auditor would not learn of the information disclosed by
Employee 3.
66. Weiss knew or was reckless in not knowing, and should have known, that as a
result of falsifying the March 19, 2021 audit committee meeting minutes, the independent
auditor would not learn of the January 7, 2021 meeting or the information disclosed by
Employee 3.
c. Defendants Made Misrepresentations to Kubient’s Auditors.

67. On March 29, 2021, Weiss falsely represented in Kubient’s 2020 fiscal year
management representation letter to the independent auditor:
a. that the 2020 financial statements were fairly presented in conformity with
GAAP;
b. that he was not aware of any risks that the financial statements may be
materially misstated as a result of fraud; and

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c. that he had not received any communications, nor did he have knowledge
of, any fraud, allegations of fraud, or suspected fraud that could have a
material effect on the financial statements.
68. These statements by Weiss were false because the $1.3 million in purported
revenue from the KAI Deal had been improperly recognized as the beta test of the Customers’
data on which that revenue was based never took place.
69. These statements by Weiss were false and misleading when made and Weiss
knew or was reckless in not knowing, and should have known, that the statements were false and
misleading because Weiss learned in December 2020 that the beta test of the Customers’ data on
which that revenue was based never took place.
70. During the independent auditor’s 2020 year-end audit interview on March 16,
2021, Coen orally answered questions the auditor asked as part of the year-end inquiry. In
response, Coen falsely stated that she was not aware of any tips or complaints regarding the
company’s financial reporting, that she and the audit committee did not have knowledge of any
fraud or suspected fraud affecting the company, and that she was not aware of any other matters
relevant to the audit.
71. These statements by Coen were false and misleading because Employee 3 told
Coen that Kubient had not scanned the Customers’ data; that the folders purportedly holding the
Customers’ data contained data from other Kubient customers; questioned whether Employee
3’s discovery could be the result of fraud; and informed Coen that Kubient may need to restate
its earnings as a result.
72. These statements by Coen were false and misleading when made and Coen knew
or was reckless in not knowing, and should have known, that the statements were false and

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misleading because Coen knew the KAI Deal was significant to Kubient and had been called into
question by Employee 3 who specifically asked Coen whether his discovery could be the result
of fraud and require a restatement. Coen also knew, or was reckless in not knowing, and should
have known, that this information would be highly relevant to the independent auditor’s work.
IV. Kubient and Defendants Made False and Misleading Statements in Offering Materials
and Filings.

73. As alleged below, Kubient’s offering materials and other public filings falsely
touted the success of the KAI beta test and improperly recognized the $1.3 million from the KAI
Deal.
74. Defendants made false and misleading statements regarding the success of, and
revenue generated from, the KAI beta test because they knew or were reckless in not knowing,
and should have known, that a beta test never occurred.
75. Weiss also caused Kubient to continue to fraudulently recognize the $1.3 million
in revenue stemming from the KAI Deal because Weiss knew or was reckless in not knowing,
and should have known, that the beta test of the Customers’ data on which that revenue was
based never took place and, therefore, the $1.3 million in purported revenue was improperly
recognized.
A. Kubient and Defendants Made False and Misleading Statements in Connection with
Kubient’s Secondary Offering.

76. In its Secondary Offering Materials, filed on December 21, 2020, and made
effective on December 22, 2020, Kubient reiterated its prior public statements touting the
success of the KAI beta test and the $1.3 million from the KAI Deal in financial statements and
offering materials.

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77. Kubient and Defendants made the statements in the Secondary Offering Materials
as the documents are attributed to Kubient and Defendants each signed the Secondary Offering
Materials and had ultimate authority over the documents. As signers of the filings, Defendants
were responsible for the statements, including their content and whether and how to
communicate them.
78. Kubient’s Secondary Offering Materials, provided, in relevant part:
During  the  quarter  ended  March  31,  2020,  we  allowed  two  large
enterprise  clients  to  beta  test  KAI  in  a  live  isolated  environment.
Kubient was able to successfully ingest hundreds of millions of rows
of data in real-time and provide our clients the ability to prevent the
purchase of non-human or fraudulent advertising traffic. The results
from  the  two  beta  clients  indicated  that  KAI  was  identifying  and
preventing approximately 300% more digital ad fraud then [sic] the
clients’ current partners. The large volume of data ingested helped
to improve our proprietary algorithms including the supervised and
unsupervised  version.  This  was  invaluable  as  it  provided  us  an
opportunity to stress test our ability to handle large scale, concurrent
input  of  data  into  our  system  which  is  then  analyzed  using  our
patent-pending proprietary machine learning technology. . . .

79. Kubient made similar false statements in other sections of its Secondary Offering
Materials. For example, in a section addressing net revenues Kubient stated:
For  the  nine  months  ended  September  30,  2020,  net  revenues
increased by $1,592,023, or 984%, to $1,753,851 from $161,828 for
the  nine  months  ended  September  30,  2019.  The  increase  was
primarily due to approximately $1,300,000 of revenue generated in
connection  with  beta  testing  of  KAI,  our  fraud  detection  service,
which commenced during the 2020 period. . . .

80. A reasonable investor would have understood from these statements that Kubient
had successfully tested KAI with the Customers, and that the successful beta test yielded $1.3
million in revenue for Kubient.

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81. The statements in the Secondary Offering Materials were false and misleading
because a KAI beta test of the Customers’ data never occurred, nor could it have occurred
because the Customers never provided data to Kubient to scan through KAI.
82. The statements in the Secondary Offering Materials were false and misleading
when made, and Defendants knew or were reckless in not knowing, and should have known, that
these statements were false and misleading because Weiss and Coen knew that a beta test of the
Customers’ data never occurred. On the same day the Secondary Offering Materials became
effective, Coen learned from Employee 3 that the data purportedly provided by the Customers
for the KAI Deal did not originate from the Customers, and that Kubient had not scanned or
performed a KAI analysis of the Customers’ data as referenced in the company’s IPO and
Secondary Offering Materials. Coen then relayed this information to Weiss.
83. Defendants failed to correct the statements in the Secondary Offering Materials
when they knew or were reckless in not knowing, and should have known, that the statements
were false and misleading.
84. These false and misleading statements were material to investors because a
reasonable investor would have understood from these statements in Kubient’s Secondary
Offering Materials that Kubient had successfully tested KAI with the Customers, and that the
successful beta test yielded $1.3 million in revenue for Kubient.
B. Kubient and Defendants Made False and Misleading Statements in Kubient’s 2020
Form 10-K.

85. In its 2020 Form 10-K, filed on March 30, 2021, Kubient repeated false
statements about the KAI beta tests and associated revenue.
86. Kubient and Defendants made the statements in Kubient’s 2020 Form 10-K as the
documents are attributed to Kubient and Defendants each signed the Form 10-K “as persons on

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behalf of the registrant and in the capacities and on the dates indicated” and, therefore, had
ultimate authority over the document. As signers of the filings, Defendants were responsible for
the statements, including their content and whether and how to communicate them.
87. Kubient’s Form 10-K, provided, in relevant part:
During  the  quarter  ended  March  31,  2020,  we  allowed  two  large
enterprise clients to beta test KAI in a live isolated environment. We
were able to successfully ingest hundreds of millions of rows of data
in  real-time  and  provide  our  clients  the  ability  to  prevent  the
purchase of non-human or fraudulent advertising traffic. The results
from  the  two  beta  clients  indicated  that  KAI  was  identifying  and
preventing approximately 300% more digital ad fraud then [sic] the
clients’ current partners. The large volume of data ingested helped
to improve our proprietary algorithms including the supervised and
unsupervised  version.  This  was  invaluable  as  it  provided  us  an
opportunity to stress test our ability to handle large scale, concurrent
input  of  data  into  our  system  which  is  then  analyzed  using  our
patent-pending proprietary machine learning technology. . . .

88. Kubient made similar false statements in other sections of its Form 10-K. For
example, in a section addressing net revenues Kubient stated:
For the year ended December 31, 2020, net revenues increased by
$2,722,394  or  1,533%,  to  $2,900,029  from  $177,635  for  the  year
ended  December  31,  2019.  The  increase  was  primarily  due  to
approximately $1,300,000 of revenue generated in connection with
beta testing of KAI, our fraud detection service, which commenced
during the 2020 period. . . .

89. A reasonable investor would have understood from these statements that Kubient
had successfully tested KAI with the Customers, and that the successful beta test yielded $1.3
million in revenue for Kubient.
90. These statements in Kubient’s 2020 Form 10-K were false and misleading
because a KAI beta test of the Customers’ data never occurred, nor could it have occurred
because the Customers never provided data to Kubient to scan through KAI.

20
91. These statements in Kubient’s 2020 Form 10-K were false and misleading when
made, and Defendants knew or were reckless in not knowing, and should have known, that these
statements were false and misleading because Weiss and Coen knew that a KAI beta test of the
Customers’ data never occurred.
92. The false and misleading statements in Kubient’s 2020 Form 10-K were material
to a reasonable investor because the KAI Deal revenue constituted nearly all of Kubient’s
revenue for the first quarter of 2020, approximately 95% of the company’s revenue at the time of
its IPO in August 2020, and approximately 45% of the company’s 2020 annual revenue.
C. Kubient and Weiss Fraudulently Recognized $1.3 Million in Revenue in Kubient’s
Secondary Offering Materials and 2020 Form 10-K.

93. The Secondary Offering Materials and 2020 Form 10-K also improperly
recognized $1.3 million in revenue from the KAI Deal.
94. As alleged above, Kubient and Weiss made the statements in the Secondary
Offering Materials and 2020 Form 10-K.
95. Kubient’s Secondary Offering Materials provided, in relevant part:
For  the  nine  months  ended  September  30,  2020,  net  revenues
increased by $1,592,023, or 984%, to $1,753,851 from $161,828 for
the  nine  months  ended  September  30,  2019.  The  increase  was
primarily due to approximately $1,300,000 of revenue generated in
connection  with  beta  testing  of  KAI,  our  fraud  detection  service,
which commenced during the 2020 period. . . .

And the financial statements included with the Secondary Offering Materials likewise reflect that
net revenues have increased in those amounts.
96. Similarly, Kubient’s 2020 Form 10-K provided, in relevant part:
For the year ended December 31, 2020, net revenues increased by
$2,722,394  or  1,533%,  to  $2,900,029  from  $177,635  for  the  year
ended  December  31,  2019.  The  increase  was  primarily  due  to
approximately $1,300,000 of revenue generated in connection with

21
beta testing of KAI, our fraud detection service, which commenced
during the 2020 period. . . .

And the financial statements included in the Form 10-K likewise reflect that net revenues have
increased in those amounts.
97. A reasonable investor would have understood from these statements that Kubient
had properly earned $1.3 million in revenue.
98. These statements in the Secondary Offering Materials and 2020 Form 10-K were
false and misleading when made, and Weiss knew or was reckless in not knowing, and should
have known, that these statements were false and misleading because he learned in December
2020 that the beta test of the Customers’ data on which that revenue was based never took place
and, therefore, the $1.3 million in purported revenue included in the revenue reported in the
Secondary Offering Materials and 2020 Form 10-K was improperly recognized
99. Weiss failed to correct the improperly recognized revenue in the Secondary
Offering Materials when he knew or was reckless in not knowing, and should have known, that
the revenue was improperly recognized.
100. These statements were material to a reasonable investor because the KAI Deal
revenue constituted nearly all of Kubient’s revenue for the first quarter of 2020, approximately
95% of the company’s revenue at the time of its IPO in August 2020, and approximately 45% of
the company’s 2020 annual revenue.
D. Kubient and Weiss Made False and Misleading Statements in an Earnings Release
Associated with Kubient’s Form 8-K Filing.

101. Kubient also fraudulently reported the $1.3 million in revenue from the KAI Deal
in an earnings release, included with its Form 8-K filing on March 30, 2021.

22
102. Kubient and Weiss made the statements in the earnings release included in the
March 20, 2021 Form 8-K as the document is attributed to Kubient and Weiss reviewed and
approved and had ultimate authority over the document.
103.  The earnings release noted: “Net revenues increased to $2.9 million from
$178,000 in 2019. The increase was primarily due to revenue generated in connection with the
beta testing of KAI, in addition to a significant increased engagement from one new customer.”
104. A reasonable investor would have understood from the earnings release that KAI
yielded significant revenue for Kubient in 2020.
105. The statements in the earnings release included with the Form 8-K were false and
misleading because a KAI beta test of the Customers’ data never occurred, nor could it have
occurred because the Customers never provided data to Kubient to scan through KAI, and the
$1.3 million in purported revenue was improperly recognized.
106. The statements in the earnings release included with the Form 8-K were false and
misleading when made and Weiss knew or was reckless in not knowing, and should have known,
that these statements were false and misleading because he was aware that Kubient had not
scanned the Customers’ data and that the $1.3 million in purported revenue was improperly
recognized.
107. The false and misleading statements in Kubient’s earnings release included with
the Form 8-K were material to a reasonable investor because the KAI Deal revenue constituted
nearly all of Kubient’s revenue for the first quarter of 2020, approximately 95% of the
company’s revenue at the time of its IPO in August 2020, and approximately 45% of the
company’s 2020 annual revenue.

23
V. Kubient, Weiss, and Coen, Directly or Indirectly, Obtained Money and Property from
the False and Misleading Statements.

108. Kubient and Defendants, directly or indirectly, each obtained money or a financial
benefit from the statements identified above. As described above, Kubient raised approximately
$20.7 million from its secondary offering. In addition, Kubient obtained a financial benefit
during the relevant period from issuing stock and warrants at prices that were artificially inflated
from the fraudulent conduct. Weiss and Coen obtained these financial benefits for Kubient while
acting as its agents.
109. Further, on January 7, 2021, Kubient’s Board of Directors awarded Weiss stock
and cash bonuses which Kubient described as follows: “(i) 10,000 shares of the Company’s
common stock earned by Joshua Weiss during the year ended December 31, 2020 for services in
connection with the Company’s public offering which closed on December 28, 2020,” and a
“performance bonus” of $82,500 “earned in connection with [his] performance during 2020
pursuant to terms of [his] employment contract[ ] with the Company[.]”
VI. Defendants Furthered Kubient’s Scheme to Defraud.

110. As detailed above, Defendants furthered Kubient’s scheme to mislead its
investors and independent auditor as to Kubient’s 2020 revenue.
111. Weiss committed numerous acts in furtherance of this scheme which include, as
detailed above, the following:
a. Weiss failed to perform a new ASC 606 analysis when he learned the
Customers’ data had not been scanned as required by the contracts.
b. Weiss took no further action to understand why the underlying
performance obligations of the contracts had not been satisfied and how
that might impact the revenue recognition.

24
c. Weiss did not take meaningful steps to understand the circumstances
underlying Employee 3’s discovery, did not confirm or try to understand
whether the Customers provided any data to Kubient, how Kubient could
have analyzed the wrong data, or whether Kubient ever provided a KAI
fraud analysis to the Customers.
d. After Weiss learned in December 2020 that the Customers’ data had not in
fact been scanned, he did not notify Kubient’s independent auditor that the
previously provided memo was inaccurate, nor did he tell the independent
auditor that the supporting documentation Weiss previously provided to
the auditor, including copies of the purported KAI Reports, should not be
relied on.
e. Weiss did not relay any of the information from Employee 3 to the
independent auditor.
f. Weiss drafted the minutes for the Mach 19, 2021 audit committee meeting
and falsely stated therein that the “Committee’s last meeting” was on
November 10, 2020 and did not reference the January 7, 2021 meeting.
g. Weiss made false representations in Kubient’s 2020 fiscal year
management representation letter to the independent auditor.
h. In offering materials and other public filings, Weiss made false and
misleading statements about the $1.3 million in revenue stemming from
the KAI Deal and about the success of, and revenue generated from, the
KAI beta test.

25
i. Weiss allowed Kubient to improperly recognize $1.3 million in revenue
for services that were not provided.
112. Coen committed numerous acts in furtherance of this scheme which include, as
detailed above, the following:
a. Coen did not take meaningful steps to understand the circumstances
underlying Employee 3’s discovery, did not confirm or try to understand
whether the Customers provided any data to Kubient, how Kubient could
have analyzed the wrong data, or whether Kubient ever provided a KAI
fraud analysis to the Customers.
b. Coen did not relay any of the information from Employee 3 to the
independent auditor.
c. Coen excluded the independent auditor from the January 7, 2021 audit
committee meeting at which Employee 3’s concerns were discussed.
d. Coen signed the minutes from the March 19, 2021 audit committee
meeting which falsely stated that meeting that the “Committee’s last
meeting” was on November 10, 2020 and did not reference the January 7,
2021 meeting.
e. Coen made false representations to the independent auditor during its 2020
year-end audit interview on March 16, 2021.
f. In offering materials and other public filings, Coen made false and
misleading statements about the $1.3 million in revenue stemming from
the KAI Deal and about the success of, and revenue generated from, the
KAI beta test.

26
VII. In the Alternative, Defendants Aided and Abetted Kubient’s Violations of Section
10(b) of the Exchange Act and Section 17(a) of the Securities Act.

113. As detailed above, Kubient engaged in deceptive acts and practices and made
false and misleading statements regarding the KAI Deal and the purported resulting revenue.
Defendants aided and abetted those violations by knowingly or recklessly providing substantial
assistance to those violations as detailed above in Section VI, which are incorporated herein by
reference.
114. Kubient, through the conduct of Defendants and others, alleged above, engaged in
deceptive acts and practices in violation of Section 10(b) of the Exchange Act and Rule 10b-5(a)
and (c) thereunder and Section 17(a)(1) and (3) of the Securities Act. Weiss’s, Coen’s, and
Roberts’s scienter and negligence are imputed to Kubient. Defendants knowingly or recklessly
provided substantial assistance to Kubient’s violations through their conduct alleged above.
115. Kubient also made false and misleading statements, alleged above in violation of
Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder and Section 17(a)(2) of the
Securities Act. Weiss’s, Coen’s, and Roberts’s scienter and negligence for these misstatements
are imputed to Kubient. For each of the statements identified above in Section IV, Defendants
knowingly or recklessly provided substantial assistance to Kubient’s false and misleading
statements through the conduct described above.
VIII. In the Alternative, Weiss is a Control Person of Kubient for Kubient’s Violations of
Section 10(b) of the Exchange Act.

116. As CFO, Weiss had the power to direct the management and policies of Kubient
and exercised control over the company’s policies with respect to its financial reporting
obligations.

27
117. Further, as described above, Weiss was directly involved in Kubient’s fraud by
signing filings that falsely reported and described the revenue and the KAI Deal and making
misrepresentations to the independent auditor.
118. Accordingly, Weiss is liable as a control person under Section 20(a) of the
Exchange Act for Kubient’s violations of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder set forth herein.
IX. Weiss Circumvented Accounting Controls and Falsified Kubient’s Books, Records,
and Accounts.

119. Weiss knowingly circumvented a system of internal accounting controls and
knowingly falsified, or caused to be falsified, Kubient’s books, records, and accounts in
violation of Exchange Act Section 13(b)(5) [15 U.S.C. §78m(b)(5)] and Rule 13b2-1 thereunder
[17 C.F.R. §§ 240.13b2-1].
120. By falsely reporting $1.3 million in revenue from December 22, 2020 forward,
Weiss falsified Kubient’s books, records, or accounts, and also knowingly circumvented
Kubient’s internal accounting controls for recognizing revenue by ignoring the company’s
requirement that the elements of ASC 606 be met. Weiss knew that a KAI beta test of the
Customers’ data never occurred and, therefore, that revenue should not have been recognized.
121. Further, in addition to falsely representing to the independent auditor that the
2020 financial statements were fairly presented in conformity with GAAP, that he was not aware
of any risks that the financial statements may be materially misstated as a result of fraud, and
that he had not received any communications, nor did he have knowledge of, any fraud,
allegations of fraud, or suspected fraud that could have a material effect on the financial
statements, Weiss failed to correct the documents provided to the independent auditor in
connection with their first quarter 2020 review.

28
X. Defendants Aided and Abetted Kubient’s Books and Records Violations.
A. Kubient Made False SEC Filings.

122. Kubient, through Defendants and others, filed a 2020 Form 10-K with the SEC
that made materially false statements and omitted material information necessary to make the
statements therein not misleading in violation of Exchange Act Section 13(a) [15 U.S.C.
§78m(a)] and Rules 12b-20, and 13a-1 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1].
123. Kubient, through Weiss and others, filed a Form 8-K with the SEC that made
materially false statements and omitted material information necessary to make the statements
therein not misleading in violation of Exchange Act Section 13(a) [15 U.S.C. §78m(a)] and Rule
13a-11 thereunder [17 C.F.R. §240.13a-11].
124. Kubient’s 2020 Form 10-K and the financial statements included therein, and its
Form 8-K, filed on March 30, 2021, that included an earnings release for 2020, materially
overstated the company’s revenue by reporting $1.3 million in improper revenue from, and made
material misrepresentations about, the KAI Deal.
B. Kubient, Through Weiss and Others, Maintained False Books and Records.

125. Kubient, through Weiss and others, failed to make and keep books, records, and
accounts, which, in reasonable detail, accurately and fairly reflected Kubient’s transactions in
violation of Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)].
126. Kubient’s books and records reflected $1.3 million in improper revenue.
127. Kubient, through Weiss and others, failed to document the circumstances and
conclusion surrounding Kubient scanning the wrong data, the subsequent communication and
resolution with the Customers, and the resulting impact on revenue recognition.

29
C. Kubient, Through Weiss and Others, Failed to Maintain Accounting Controls.

128. By failing to devise and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that, among other things, transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements, and to maintain
accountability for assets, Kubient, through Weiss and others, violated Exchange Act Section
13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(B)].
129. Kubient did not have an adequate system of internal accounting controls to ensure
that revenue and assets were properly evaluated, supported, and, if appropriate, recorded in the
proper quarter.
130. Among other things, after becoming a public company, Kubient, through Weiss
and others, failed to document the circumstances and conclusion surrounding Kubient’s scan of
the wrong data, the subsequent communication and purported resolution with the Customers, and
the resulting impact on revenue recognition, including the appropriate revenue amount, if any,
and period in which revenue should be recognized.
131. In addition, after becoming a public company, Kubient failed to ensure Board of
Director meeting minutes were drafted and maintained so as to fully and accurately reflect
matters considered by the Board, including matters that may have been relevant to revenue
recognition.
D. Defendants Aided and Abetted Kubient’s Books and Records Violations.

132. As detailed above, Kubient violated Exchange Act Section 13(a), 13(b)(2)(A),
and 13(b)(2)(B) [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), and 78m(b)(2)(B)] and Rules 12b-20, 13a-
1, and 13a-11 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11]. Defendants aided

30
and abetted some or all of those violations by knowingly or recklessly providing substantial
assistance to those violations.
133. Weiss provided knowing and substantial assistance to Kubient’s violations of
Exchange Act Section 13(a), 13(b)(2)(A), and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-11
thereunder by:
a. Signing Kubient’s Form 10-K which he knew or was reckless in not
knowing, and should have known, contained false and misleading
statements regarding the occurrence of a KAI beta test and the $1.3
million in purported revenue;
b. Failing to correct the false and misleading statements in the Secondary
Offering Materials; and
c. Misrepresenting and omitting material information to the independent
auditor about the fraudulent revenue, including that he was not aware of
any improper or fraudulent accounting practices at the company and had
made all relevant information available to the independent auditor, once
he became aware the beta tests were not performed as set forth in the
contracts, and preventing the independent auditor from learning they were
excluded from an audit committee meeting where they would have learned
about underlying issues involving the revenue recognition.
134. Coen provided knowing and substantial assistance to Kubient’s violations of
Exchange Act Section 13(a) and Rules 12b-20 and 13a-1 thereunder by:

31
a. Signing Kubient’s Form 10-K, which she knew or was reckless in not
knowing, and should have known, contained false and misleading
statements regarding the occurrence of a KAI beta test;
b. Failing to correct the false and misleading statements in the Secondary
Offering Materials; and
c. Misrepresenting and omitting material information to the independent
auditor about the revenue at issue and her knowledge of concerns raised
internally about the transactions supporting the revenue, and excluding the
independent auditor from a meeting where they would have learned about
these issues.
XI. Weiss is a Control Person of Kubient for Kubient’s Books and Records Violations.

135. As CFO, Weiss had the power to direct the management and policies of Kubient
and exercised control over the company’s policies with respect to its financial reporting
obligations.
136. Further, as described above, Weiss was directly involved in Kubient’s fraud by
signing filings that falsely reported and described the revenue and the KAI Deal and making
misrepresentations to the independent auditor.
137. Accordingly, Weiss is liable as a control person under Section 20(a) of the
Exchange Act for Kubient’s violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the
Exchange Act and Rules 12b-20, 13a-1, and 13a-11 thereunder set forth herein.
XII. Weiss Falsely Certified that Kubient’s 2020 Form 10-K Fairly Presented the Financial
Condition and Results of the Company.

138. Weiss signed Kubient’s 2020 Form 10-K certification on March 29, 2021, which
materially overstated Kubient’s revenue, and falsely certified that those filings fairly presented,

32
in all material respects, the financial condition and results of operation of the company in
violation of Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14].
XIII. Weiss Failed to Reimburse Kubient for Bonuses.
139. Section 304(a) of the Sarbanes-Oxley Act (“SOX”) requires, among other things,
the CFO of any issuer required to prepare an accounting restatement due to material non-
compliance with financial reporting requirements under the securities laws as a result of
misconduct to reimburse the issuer for any bonuses or other incentive or equity based
compensation received by that person from the issuer during the 12-month period following the
first public issuance or filing with the Commission of the misstated document.
140. Kubient was required to file, and should have filed, restatements of several
filings, including its Forms S-1 and prospectuses for its IPO and secondary offering, its second
and third quarter 2020 Forms 10-Q, and its 2020 Form 10-K, all of which materially overstated
the company’s revenue as a result of misconduct by Roberts and later Weiss.
141. Weiss was CFO when Kubient filed its Form S-1 on August 10, 2020, triggering
the 12-month clock under Section 304.
142. Weiss received cash bonuses of at least $82,500 plus stock awards during this 12-
month period.
143. Weiss has not reimbursed any bonus amount or stock award to Kubient.
FIRST CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities – Violations of Securities Act Section 17(a)
(Against Both Defendants)

144. The Commission realleges and incorporates by reference paragraphs 1 through
143, as though fully set forth herein.

33
145. By virtue of the foregoing, Defendants, directly or indirectly, in the offer or sale
of a security by the use of the means and instruments of transportation or communication in
interstate commerce or by use of the mails:
(a) employed a device, scheme, or artifice to defraud;
(b) obtained money or property by means of an untrue statement of a material
fact or by omitting to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading; and/or
(c) engaged in a transaction, practice, or course of business which operated or
would operate as a fraud or deceit upon the purchaser.
146. Defendants engaged in this conduct intentionally, knowingly, or with severe
recklessness.
147. Accordingly, Defendants, directly or indirectly, violated, and unless restrained
and enjoined will again violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities –
Aiding and Abetting Kubient’s Violations of Securities Act Section 17(a)
(Alternatively, Against Both Defendants)

148. The Commission realleges and incorporates by reference paragraphs 1 through
147, as though fully set forth herein.
149. By virtue of the foregoing, the Defendants provided knowing and substantial
assistance to Kubient, who, directly or indirectly, in the offer or sale of securities, by use of the
means or instruments of transportation or communication in interstate commerce or by use of the
mails:
(a) employed a device, scheme, or artifice to defraud;

34
(b) obtained money or property by means of an untrue statement of material
fact or omission to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading, and/or
(c) engaged in transactions, practices or courses of business that operated or
would operate as a fraud or deceit upon the purchasers of such securities.
150. Accordingly, the Defendants aided and abetted and, unless restrained and
enjoined, will again aid and abet, violations of Section 17(a) of the Securities Act [15 U.S.C.
§ 77q(a)].
THIRD CLAIM FOR RELIEF
Fraud – Violation of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Against Both Defendants)

151. The Commission realleges and incorporates by reference paragraphs 1 through
150, as though fully set forth herein.
152. By engaging in the conduct described above, Defendants, directly or indirectly,
knowingly or recklessly, in connection with the purchase or sale of securities, by use of the
means or instrumentalities of interstate commerce, or the mails, or the facilities of a national
securities exchange:
(a) employed devices, schemes or artifices to defraud;
(b) made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and/or

35
(c) engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any person in connection with the
purchase or sale of any security.
153. Accordingly, Defendants, directly or indirectly, violated and unless enjoined will
again violate, Exchange Act Section 10(b) [15 U.S.C § 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5].
FOURTH CLAIM FOR RELIEF
Fraud – Control Person Liability under Section 20(a) of the Exchange Act for Kubient’s
Violation of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Alternatively, Against Weiss)

154. The Commission realleges and incorporates by reference paragraphs 1 through
153, as though fully set forth herein.
155. By virtue of the foregoing, Weiss exercised control over Kubient, which, directly
or indirectly, knowingly or recklessly, by use of the means or instrumentalities of interstate
commerce, or of the mails, or of a facility of a national securities exchange, in connection with
the purchase or sale of a security:
(a) employed devices, schemes, or artifices to defraud;
(b) made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and/or
(c) engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon another person.
156. Accordingly, Weiss is liable as a control person under Section 20(a) of the
Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violations of Section 10(b) [15 U.S.C. § 78j(b)]
of the Exchange Act and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

36
FIFTH CLAIM FOR RELIEF
Fraud – Aiding and Abetting Kubient’s Violation of Exchange Act Section 10(b)
and Rule 10b-5 Thereunder
(Alternatively, Against Both Defendants)

157. The Commission realleges and incorporates by reference paragraphs 1 through
156, as though fully set forth herein.
158. By virtue of the foregoing, the Defendants provided knowing and substantial
assistance to Kubient, who, directly or indirectly, knowingly or recklessly, by use of the means
or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities
exchange, in connection with the purchase or sale of a security:
(a) employed devices, schemes, or artifices to defraud;
(b) made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and/or
(c) engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon another person.
159. Accordingly, the Defendants aided and abetted and, unless restrained and
enjoined, will again aid and abet, the violations of Section 10(b) [15 U.S.C. § 78j(b)] of the
Exchange Act and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SIXTH CLAIM FOR RELIEF
 Material False Statements and/or Omissions of Material Fact to an Accountant –
Violation of Exchange Act Rule 13b2-2
(Against Both Defendants)

160. The Commission realleges and incorporates by reference paragraphs 1 through
159, as though fully set forth herein.
161. By virtue of the foregoing, the Defendants, directly or indirectly:

37
(a) Made or caused to be made a materially false or misleading statement to
an accountant or
(b) Omitted to state, or caused another person to omit to state, any material
fact necessary in order to make statements made, in light of the
circumstances under which such statements were made, not misleading, to
an accountant in connection with, among other things, a required audit,
review or examination of the issuer’s financial statements or the
preparation or filing of any document or report required to be filed with
the Commission.
162. Accordingly, the Defendants violated, and unless restrained and enjoined will
again violate, Exchange Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2].
SEVENTH CLAIM FOR RELIEF
Falsified Books, Records or Accounts –
Violations of Exchange Act Section 13(b)(5) and Rule 13b2-1 Thereunder
(Against Weiss)

163. The Commission realleges and incorporates by reference paragraphs 1 through
162, as though fully set forth herein.
164. By virtue of the foregoing, Weiss:
(a) knowingly circumvented or knowingly failed to implement a system of
internal accounting controls; and
(b) knowingly falsified, or caused to be falsified, Kubient’s books, records, or
accounts.
165. Accordingly, Weiss violated, and unless enjoined will again violate, Exchange
Act Section 13(b)(5) [15 U.S.C. §78m(b)(5)] and Rule 13b2-1 [17 C.F.R. §§ 240.13b2-1].

38
EIGHTH CLAIM FOR RELIEF
False SEC Filings – Aiding and Abetting Kubient’s Violation of
Exchange Act Section 13(a) and Rules 12b-20 and 13a-1 Thereunder
(Against Both Defendants)

166. The Commission realleges and incorporates by reference paragraphs 1 through
165, as though fully set forth herein.
167. By virtue of the foregoing, Defendants provided knowing and substantial
assistance to Kubient, which failed to file or filed current and annual reports with the SEC which
failed to include material information necessary to make the required statements, in light of the
circumstances under which they were made, not misleading.
168. Accordingly, Defendants aided and abetted and, unless restrained and enjoined,
will again aid and abet, Kubient’s violation of Exchange Act Section 13(a) [15 U.S.C. §78m(a)]
and Rules 12b-20, 13a-1, and 13a-11 thereunder [17 C.F.R. §§ 240.12b-20 and 240.13a-1].
NINTH CLAIM FOR RELIEF
False SEC Filings – Aiding and Abetting Kubient’s Violation of Exchange Act Rule 13a-11
(Against Weiss)

169. The Commission realleges and incorporates by reference paragraphs 1 through
168, as though fully set forth herein.
170. By virtue of the foregoing, Weiss provided knowing and substantial assistance to
Kubient, which failed to file or filed an annual report with the SEC which failed to include
material information necessary to make the required statements, in light of the circumstances
under which they were made, not misleading.
171. Accordingly, Weiss aided and abetted and, unless restrained and enjoined, will
again aid and abet, Kubient’s violation of Exchange Act Rule 13a-11 [17 C.F.R. § 240.13a-11].

39
TENTH CLAIM FOR RELIEF
False SEC Filings – Control Person Liability under Section 20(a) of the Exchange Act for
Kubient’s Violation of Section 13(a) and  Rules 12b-20, 13a-1, and 13a-11 Thereunder
(Against Weiss)

172. The Commission realleges and incorporates by reference paragraphs 1 through
171, as though fully set forth herein.
173. By virtue of the foregoing, Weiss exercised control over Kubient, which failed to
file or filed current and annual reports with the SEC which failed to include material information
necessary to make the required statements, in light of the circumstances under which they were
made, not misleading.
174. Accordingly, Weiss is liable as a control person under Section 20(a) of the
Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violation of Exchange Act Section 13(a) [15
U.S.C. §78m(a)] and Rules 12b-20, 13a-1, and 13a-11 thereunder [17 C.F.R. §§ 240.12b-20,
240.13a-1, and 240.13a-11].
ELEVENTH CLAIM FOR RELIEF
False Books and Records –
Aiding and Abetting Kubient’s Violation of Exchange Act Section 13(b)(2)(A)
(Against Weiss)

175. The Commission realleges and incorporates by reference paragraphs 1 through
174, as though fully set forth herein.
176. By virtue of the foregoing, Weiss provided knowing and substantial assistance to
Kubient, which failed to make and keep books, records, and accounts, which, in reasonable
detail, accurately and fairly reflected the transactions and dispositions of the assets of the issuer.
177. Accordingly, Weiss aided and abetted and, unless restrained and enjoined, will
again aid and abet, Kubient’s violation of Exchange Act Section 13(b)(2)(A) [15 U.S.C.
§ 78m(b)(2)(A)].

40
TWELFTH CLAIM FOR RELIEF
False Books and Records – Control Person Liability under Section 20(a) of the Exchange
Act for Kubient’s Violation of Exchange Act Section 13(b)(2)(A)
(Against Weiss)

178. The Commission realleges and incorporates by reference paragraphs 1 through
177, as though fully set forth herein.
179. By virtue of the foregoing, Weiss exercised control over Kubient, which failed to
make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly
reflected the transactions and dispositions of the assets of the issuer.
180. Accordingly, Weiss is liable as a control person under Section 20(a) of the
Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violation of Exchange Act Section 13(b)(2)(A)
[15 U.S.C. § 78m(b)(2)(A)].
THIRTEENTH CLAIM FOR RELIEF
Internal Accounting Controls – Control Person Liability under Section 20(a) of the
Exchange Act for Kubient’s Violation of Exchange Act Section 13(b)(2)(B)
(Against Weiss)

181. The Commission realleges and incorporates by reference paragraphs 1 through
180, as though fully set forth herein.
182. By virtue of the foregoing, Weiss exercised control over Kubient, which failed to
devise and maintain a system of internal accounting controls sufficient to provide reasonable
assurances that transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles or any other criteria
applicable to such statements, and to maintain accountability for assets.
183. Accordingly, Weiss is liable as a control person under Section 20(a) of the
Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violation of Exchange Act Section 13(b)(2)(B)
[15 U.S.C. § 78m(b)(2)(B)].

41
FOURTEENTH CLAIM FOR RELIEF
Internal Accounting Controls –
Aiding and Abetting Kubient’s Violation of Exchange Act Section 13(b)(2)(B)
(Against Weiss)

184. The Commission realleges and incorporates by reference paragraphs 1 through
183, as though fully set forth herein.
185. By virtue of the foregoing, Weiss provided knowing and substantial assistance to
Kubient, who failed to devise and maintain a system of internal accounting controls sufficient to
provide reasonable assurances that transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles or any other
criteria applicable to such statements, and to maintain accountability for assets.
186. Accordingly, Weiss aided and abetted and, unless restrained and enjoined, will
again aid and abet, Kubient’s violations of Exchange Act Section 13(b)(2)(B) [15 U.S.C.
§ 78m(b)(2)(B)].
FIFTEENTH CLAIM FOR RELIEF
False Certifications of Annual Reports – Violation of Exchange Act Rule 13a-14
(Against Weiss)

187. The Commission realleges and incorporates by reference paragraphs 1 through
186, as though fully set forth herein.
188. By virtue of the foregoing, Weiss signed Kubient’s 2020 Form 10-K certification
pursuant to Rule 13a-14 on March 29, 2021, which materially overstated Kubient’s revenue, and
falsely certified that those filings fairly presented, in all material respects, the financial condition
and results of operation of the company.
189. Accordingly, Weiss violated, and unless restrained and enjoined will again
violate, Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14].

42
SIXTEENTH CLAIM FOR RELIEF
Reimbursement – Section 304(a) of SOX
(Against Weiss)

190. The Commission realleges and incorporates by reference paragraphs 1 through
189, as though fully set forth herein.
191. By virtue of the foregoing, Kubient filed reports that were in material non-
compliance with its financial reporting requirements under the federal securities laws from at
least August 10, 2020, when Kubient’s IPO was filed, to March 29, 2021, when it filed its 2020
Form 10-K. Kubient’s material non-compliance with its financial reporting requirements
resulting from misconduct required the company to restate, and it should have restated, the
foregoing filings as well as its Forms 10-Q for the second and third quarters of 2020 and its S-1
registration statement and prospectus for its secondary offering.
192. Weiss received or obtained, during the statutory time periods established by SOX,
bonuses, incentives, and/or equity-based compensation which he failed to reimburse to Kubient.
193. The Commission has not exempted Weiss, pursuant to Section 304(b) of SOX,
from its application under Section 304(a).
194. Accordingly, Weiss violated and, unless ordered to comply will continue to
violate, Section 304(a) of SOX [15 U.S.C. § 7243(a)].
RELIEF SOUGHT
WHEREFORE, the Commission respectfully requests that this Court:
I.
Find that Defendants committed the violations alleged in this Complaint;

43
II.
Enter an Injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil
Procedure, permanently restraining and enjoining Defendants from violating, directly or
indirectly, the laws and rules alleged in this Complaint;
III.
Order Weiss to disgorge all ill-gotten gains received during the period of the
violative conduct, plus prejudgment interest thereon, pursuant to the Court’s equitable powers,
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Sections 21(d)(3), 21(d)(5), and
21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
IV.
 Order Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act
[15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; and
V.
Order Weiss to reimburse Kubient as required by SOX Section 304(a) [15 U.S.C.
§ 7243].
VI.
Pursuant to the Court’s inherent equitable authority, Securities Act Section 20(e) [15
U.S.C. § 77t(e)], and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)], bar each
Defendant from acting as an officer or director of a public company;
VII.
Grant such other relief as this Court may deem just or appropriate.

44
JURY DEMAND
The Commission demands a trial by jury on all claims so triable.

Dated: September 16, 2024.

s/            Gregory            A.            Kasper
Gregory A. Kasper (NY 2735405; SDNY GK6596)
Regional Trial Counsel
Jodanna L. Haskins (pro hac vice application
forthcoming)
Ian J. Kellogg (pro hac vice application
forthcoming)
Trial Counsel
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
1961 Stout Street, 17th Floor
Denver, Colorado 80294
(303) 844-1000
[email protected]
[email protected]
[email protected]

1 

GREGORY A. KASPER 
[email protected] 
JODANNA L. HASKINS (pro hac vice application forthcoming) 
[email protected] 
IAN J. KELLOGG (pro hac vice application forthcoming) 
[email protected] 
SECURITIES AND EXCHANGE COMMISSION 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 

- against – 
 
JOSHUA A. WEISS and GRAINNE M. COEN, 
 

Defendants. 

Case No. 24-cv-06988 

COMPLAINT FOR INJUNCTIVE 
AND OTHER RELIEF  

 
JURY TRIAL 
DEMANDED 

 

 
Plaintiff Securities and Exchange Commission (the “SEC” or “Commission”), for its 

Complaint against Joshua A. Weiss (“Weiss”) and Grainne M. Coen (“Coen”) (collectively 

referred to herein as “Defendants”), alleges as follows: 

SUMMARY 

1. Weiss, the former Chief Financial Officer (“CFO”) of Kubient, Inc. (“Kubient”), 

and Coen, a former Kubient Board of Directors member and audit committee chair, engaged in a 

scheme to mislead Kubient’s investors and independent auditor as to its 2020 revenue.   

2. On the same day that Kubient launched a secondary public offering of its stock, 

Weiss and Coen learned that Kubient had not in fact provided important services supporting a 

meaningful amount of the revenue that the company was touting to promote the offering. Despite 

their senior roles in the company, neither properly investigated what they learned or took any 

steps to correct the offering materials; instead, they perpetuated the scheme by lying to Kubient’s 

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2 

independent auditor and making false statements to the investing public concerning the revenue 

at issue. 

3. In advance of Kubient’s initial public offering (“IPO”) conducted in August 2020, 

Kubient’s Chief Strategy Officer, President, and Chairman—and later Chief Executive Officer 

(“CEO”)—caused Kubient to fraudulently inflate its revenue and asserted that the revenue 

demonstrated that Kubient’s flagship product, Kubient Artificial Intelligence (“KAI”), was 

successful. In reality, KAI, a product that purportedly detects real-time fraud during digital 

advertising auctions, had not generated any meaningful revenue. The CEO fabricated fraud 

analyses that he claimed were prepared by KAI for two customers as part of beta tests despite 

Kubient not obtaining the customers’ data to analyze. Kubient claimed it received over $1.3 

million in “revenue” for analyzing the customers’ data when, in fact, Kubient never performed 

the analyses to generate revenue. Kubient raised approximately $12.5 million through its IPO.   

4. Kubient then launched its secondary public offering on December 22, 2020. On 

that same day, Weiss and Coen learned that the beta tests had not been performed. Despite 

learning this, neither investigated the circumstances of Kubient recording the $1.3 million in 

revenue, and instead both continued the CEO-initiated scheme. They did not correct the public 

statements to investors about the tests and the associated revenue, and indeed made additional 

false statements in Kubient’s later public filings. In addition, Weiss and Coen both lied to 

Kubient’s independent auditor about the revenue at issue and their knowledge of concerns raised 

internally about the transactions supporting the revenue. Their conduct allowed Kubient to 

continue to champion the success of KAI and the phony revenue in its secondary offering, which 

raised over $20 million from investors.  

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NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF 

5. The SEC brings this action pursuant to the authority conferred on it by Section 

20(b) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77t(b)] and Section 21(d) of 

the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)]. The SEC seeks a 

permanent injunction against the Defendants, enjoining them from engaging in the transactions, 

acts, practices, and courses of business alleged in this Complaint and from violating, directly or 

indirectly, the laws and rules alleged in this Complaint; civil penalties pursuant to Securities Act 

Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)]; an 

officer and director bar pursuant to the Court’s equitable authority, Securities Act Section 20(e) 

[15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; and as to 

Weiss, disgorgement of all ill-gotten gains from the unlawful activity set forth in this Complaint, 

together with prejudgment interest as well as reimbursement to Kubient pursuant to Section 304 

of the Sarbanes-Oxley Act of 2002 [15 U.S.C. § 7243(a)]. 

JURISDICTION AND VENUE 

6. This Court has subject matter jurisdiction pursuant to Securities Act Sections 

20(b), 20(d), 20(e), and 22(a) [15 U.S.C. Sections §§ 77t(b), 77t(d), 77t(e), and 77v(a)] and 

Exchange Act Sections 21(d), 21(e), and 27(a) [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

7. The Defendants, directly or indirectly, made use of the means or instrumentalities 

of interstate commerce, or of the mails, or the facilities of a national securities exchange in 

connection with the acts, practices, transactions, and courses of business alleged in this 

Complaint.  

8. Venue lies in this Court pursuant to Sections 21(d) and 27 of the Exchange Act 

[15 U.S.C. § 78u(d) and 78aa]. Certain of the acts, practices, transactions, and courses of 

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4 

business alleged in this Complaint occurred within the Southern District of New York, the 

Defendants have transacted business in this District, and the Defendants worked for Kubient, 

which at all relevant times had its principal place of business within this judicial district in New 

York, New York.  

DEFENDANTS 

9. Joshua A. Weiss, age 40, is a resident of Woodmere, New York. Weiss served as 

Kubient’s CFO from December 23, 2019, until June 1, 2024. Previously, he was a senior audit 

manager with a national auditing firm. Weiss is licensed as a certified public accountant (“CPA”) 

in New York. 

10. Grainne M. Coen, age 50, is a resident of Garden City, New York. At all 

relevant times, Coen was a member of Kubient’s Board of Directors, chair of Kubient’s audit 

committee, and designated as an audit committee financial expert. Coen resigned from Kubient’s 

board on December 1, 2023. 

RELATED ENTITY AND INDIVIDUAL  

11. Kubient, Inc. is a Delaware corporation based in New York, New York. 

Kubient’s common stock is registered with the Commission under Section 12(b) of the Exchange 

Act. Kubient was quoted on the NASDAQ Capital Market under the ticker symbol “KBNT” 

beginning on August 12, 2020, until it was delisted on November 17, 2023. Unsolicited 

quotations for Kubient’s common stock are currently quoted on OTC Link. On July 25, 2024, 

Kubient filed a Chapter 7 voluntary petition for bankruptcy.  

12. Paul D. Roberts, age 47, is a resident of Melville, New York. He served as 

Kubient’s Chief Strategy Officer, President, and Chairman beginning on approximately May 15, 

2019. On October 31, 2020, Roberts became Kubient’s Interim CEO. On December 16, 2021, 

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Roberts was made CEO. Roberts resigned as Chairman and CEO/President on September 22, 

2023, and November 2, 2023, respectively. 

FACTUAL ALLEGATIONS 

I. Kubient and KAI 

13. During the relevant period, Kubient was a technology company that provided 

services to the digital advertising industry via a cloud-based software platform. 

14. According to Kubient, its flagship product, KAI, detected fraud when companies 

were buying or selling advertisements on digital platforms, such as Google. These purchases 

were typically made during real-time auctions for that digital ad space. As digital advertising is 

typically priced by how often the advertisement is viewed, KAI purported to detect when those 

views are not by humans but by software programs designed and implemented to inflate those 

views to increase the price of the advertising.  

II. Kubient’s IPO and Secondary Offering 
 

15.  Kubient engaged in two securities offerings—the IPO took place in August 2020 

and the secondary public offering took place in December 2020. 

A. IPO 

16. The offering materials for Kubient’s IPO included an S-1 registration statement 

and prospectus (“IPO Offering Materials”). The final IPO Offering Materials were filed and 

made effective on August 11, 2020. 

17. Kubient raised approximately $12.5 million through its IPO. 

B. Secondary Offering 

18. Beginning on December 22, 2020, Kubient conducted a secondary offering of its 

common stock. 

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19. The offering materials for Kubient’s secondary offering included an S-1 

registration statement and prospectus (the “Secondary Offering Materials”). The Secondary 

Offering Materials were filed on December 21, 2020, and made effective on December 22, 2020. 

20. Kubient raised approximately $20.7 million through its secondary offering. 

III. Kubient, Acting Through Roberts, Falsely Inflated KAI Revenue, Resulting in Kubient 
Recognizing Improper Revenue as Part of a Fraudulent Scheme; After Learning that 
KAI Services Had Not Been Provided, Weiss and Coen Engaged in Deceptive Conduct 
to Further the Scheme. 

 
21. Roberts engaged in deceptive acts and practices to falsely inflate KAI revenue by 

instructing Kubient employees to fabricate KAI fraud analysis reports; instructing Weiss to send 

fabricated fraud analysis reports to Kubient’s independent auditor; and causing Kubient to record 

$1.3 million in revenue despite knowing the performance obligations associated with that 

revenue had not been satisfied.   

22. Prior to the first quarter of 2020, Kubient had not generated any meaningful 

revenue from KAI. By late 2019, running short of funds and Kubient’s efforts to attract 

investment from private equity funds failing, Kubient planned to offer shares to the public 

through an IPO. For the IPO to be as successful as possible, Kubient needed to show that KAI 

worked effectively in detecting fraud and that there was interest in and revenue from the product.  

23. In or about the fourth quarter of 2019, Kubient entered into transactions with two 

customers (collectively, the “Customers”) whereby (1) Kubient would provide a KAI “beta test” 

fraud analysis to each of the Customers for a total of $1.3 million (the “KAI Deal”), and (2) the 

Customers would sell data to Kubient for approximately the same dollar amount. 

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7 

A. Kubient Did Not Perform Under the KAI Deal, and Roberts Engaged in Deceptive 
Conduct to Hide Kubient’s Failure to Perform. 

 
24. The contract for the KAI Deal provided that the Customers would transfer data to 

Kubient, Kubient would scan that data with KAI, and Kubient would then provide KAI fraud 

analysis reports (the “KAI Reports”) to the Customers. However, none of these contractual 

obligations were performed because the Customers never provided Kubient with data for a KAI 

analysis.  

25. In the first quarter of 2020, Kubient recorded $1.3 million in revenue for the KAI 

Deal, constituting nearly all of Kubient’s revenue that quarter, and approximately 95% of the 

company’s revenue at the time of its IPO in August 2020. Because the Customers never provided 

any data for Kubient to scan, and Kubient had not in fact performed the work contracted for, 

revenue should not have been recognized. 

26. Roberts knew or was reckless in not knowing, and should have known, that none 

of the performance obligations set forth in the contract for the KAI Deal were satisfied.  

27. During the first quarter of 2020, Weiss asked Roberts for the KAI Reports to 

provide to Kubient’s independent auditor to support the revenue.  

28. In response, Roberts created fictitious KAI reports to support Kubient’s revenue. 

To do so, he first instructed a Kubient employee (“Employee 1”) to create two electronic 

folders—named for the Customers—under the pretext of creating a “sample.” Roberts did not 

provide Employee 1 with any Customer data but told Employee 1 to populate the folders with 

“our own data.” Employee 1 did so, inserting existing data from other Kubient customers into the 

folders. 

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8 

29. Roberts instructed another Kubient employee (“Employee 2”) to create “sample” 

KAI reports, indicating that the reports would be shown to bankers during the company’s 

upcoming IPO road show.  

30. Roberts then provided Employee 2 with the information he wanted the employee 

to plug into the “sample” KAI reports, including the amount of fraud KAI had purportedly 

detected. 

31. Employee 2 asked Roberts for the data to be analyzed by KAI. In response, 

Roberts told Employee 2 that there was no actual data to be analyzed and reiterated that these 

were simply “sample” reports.  

32. Employee 2 created the “sample” KAI Reports, as directed by Roberts, and sent 

them to Roberts on March 24, 2020. 

33. On March 25, 2020, the day after Employee 2 sent Roberts the KAI Reports they 

had prepared, Roberts emailed the reports to Weiss to provide to the independent auditor as 

support for the $1.3 million in revenue from the KAI Deal.  

34. In reviewing the KAI Reports, Weiss noticed the quantity of data that had been 

allegedly analyzed differed from the quantity of data for which the Customers had been invoiced 

the previous quarter. Instead of inquiring further about the discrepancy, Weiss asked Roberts if 

Weiss should change the numbers reflecting the quantity of data analyzed in the KAI Reports to 

match the numbers in the invoices, to which Roberts replied “yes.”  

35. As agreed to with Roberts, Weiss then changed the KAI Reports before emailing 

these reports, in addition to the underlying KAI Deal contract and invoices, to the independent 

auditor, copying Roberts.  

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9 

B. Weiss and Coen Learned the Performance Obligations of the KAI Deal Were Not 
Satisfied and Engaged in Deceptive Conduct to Further the Scheme. 

 
36. In late 2020, Weiss and Coen became aware that Kubient had not scanned the 

Customers’ data underlying the KAI Deal. As alleged below, Weiss and Coen then engaged in 

deceptive acts and practices that perpetuated the CEO-initiated scheme by: failing to conduct due 

diligence to understand the circumstances of the Customers’ data not being scanned; failing to 

correct—and continuing to make—false statements about the KAI Deal; lying to Kubient’s 

independent auditor; and, in Weiss’s case, failing to correct—and continuing to overstate—the 

$1.3 million in purported KAI revenue. 

37. On December 22, 2020, a high-level Kubient employee who co-developed KAI 

(“Employee 3”) discovered that the data purportedly provided by the Customers for the KAI 

Deal did not originate from the Customers. After opening the electronic folders containing the 

data that was supposed to be analyzed in connection with the KAI Deal, Employee 3 discovered 

that the data originated from other Kubient customers. 

38. That same day, Employee 3 first attempted to report his findings to Weiss noting 

the matter was urgent. Weiss responded that he was too busy to talk to Employee 3. 

39. Thereafter on December 22, 2020, Employee 3 reported his findings to Coen. 

During Employee 3’s conversation with Coen, Employee 3 advised Coen that Kubient had not 

scanned the Customers’ data, that the folders purportedly holding the Customers’ data contained 

data from other Kubient customers, and questioned whether Employee 3’s discovery could be the 

result of fraud.  

40. Employee 3 further told Coen that if the wrong data had been scanned as part of 

the purported beta test, Kubient might need to restate its earnings. In response, Coen told 

Employee 3 that “we could all get fired.” 

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10 

41. Also on December 22, 2020, Coen discussed the issue with Roberts as well as 

Weiss and Kubient’s outside securities counsel.  

42. As a result, Roberts called a representative of the Customers on December 23, 

2020. 

43. On December 28, 2020, after being asked by Weiss for an update on “last week’s 

fiasco,” Roberts told Weiss he had a “solution in place” and would send an email shortly.  

44. On December 29, 2020, Roberts sent an email to the Customers (copying Weiss) 

stating, in relevant part: 

During a recent internal review, we discovered that the data used 
during [our fraud prevention] test may not have originated from 
[you]. I apologize for this and would like to offer a solution that 
satisfies you and your team. Kubient can retest your data using KAI 
at no cost as per the agreement terms or offer any suitable solution 
you can provide. Please let me know how you would like to proceed. 

 
45. Later that day, the Customers responded as follows: 

 
After connecting with the team internally, everyone agreed that 
during those 90-days we received a ton of value from your team. We 
all appreciate the offer to rescan our traffic, however we are very 
satisfied with west [sic] we received . . . . 
 

C. Revenue is Improperly Recognized. 
 

46. As noted above, in the first quarter of 2020, Kubient recognized $1.3 million in 

revenue based on the KAI Deal. That revenue was reflected in financial statements included in 

Kubient’s second and third quarter 2020 Forms 10-Q, 2020 Form 10-K, and IPO and Secondary 

Offering Materials. The improper revenue was also reported in Kubient’s earnings releases and 

associated Forms 8-K and earnings calls for the second and third quarters of 2020 as well as 

year-end 2020. 

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11 

47. The $1.3 million in revenue should not have been recognized because the 

performance obligations for the KAI Deal were not performed in accordance with Financial 

Accounting Standards Board Accounting Standards Codification Topic 606, Revenue from 

Contracts with Customers (“ASC 606”), the applicable accounting standard for revenue 

recognition. As such, the recognized revenue was not in conformity with Generally Accepted 

Accounting Principles (“GAAP”). 

48. Although Weiss analyzed the $1.3 million in KAI beta test revenue under ASC 

606 before learning that Kubient had not scanned the Customers’ data, he did not perform a new 

analysis when he learned the Customers’ data had not been scanned as required by the contracts. 

Weiss took no further action to understand why the underlying performance obligations of the 

contracts had not been satisfied and how that might impact the revenue recognition. 

49. Despite Weiss and Coen having signed the Secondary Offering Materials on 

December 21, 2020—the day before being contacted by Employee 3 and Employee 3 raising 

concerns about the KAI Deal—and despite the Secondary Offering materials improperly 

containing the $1.3 million in fraudulent revenue from a purportedly successful beta test of KAI, 

Weiss and Coen did not take meaningful steps to understand the circumstances underlying 

Employee 3’s discovery, and they did not confirm or try to understand whether the Customers 

provided any data to Kubient, how Kubient could have analyzed the wrong data, or whether 

Kubient ever provided a KAI fraud analysis to the Customers.   

50. The revenue recorded from the KAI Deal was material as it constituted nearly all 

of Kubient’s revenue for the first quarter of 2020, approximately 95% of the company’s revenue 

at the time of its IPO in August 2020, and approximately 45% of the company’s 2020 annual 

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12 

revenue. Moreover, it is likely the IPO would not have been underwritten had the underwriter 

known about the fraudulent KAI Deal revenue. 

D. Weiss and Coen Concealed Information About the Improperly Recognized Revenue 
from Kubient’s Independent Auditor.  

 
51. Kubient’s independent auditor was engaged from at least 2019 and conducted an 

audit for Kubient’s 2020 fiscal year. 

52. In furtherance of the fraudulent scheme and in violation of Rule 13b2-2, in 

connection with that audit, Defendants made, or caused to be made, materially false or 

misleading statements to the independent auditor. 

a. Weiss and Coen Failed to Provide Corrected Information about the KAI Deal to 
Kubient’s Independent Auditor. 
 

53. In a memorandum provided to Kubient’s independent auditor in May 2020 

justifying Kubient’s accounting treatment of the revenue from the KAI Deal, Weiss, then relying 

on false information provided by Roberts, stated Kubient received the data from the Customers. 

54. When Weiss learned from Coen in December 2020 that the Customers’ data had 

not in fact been scanned, he did not notify Kubient’s independent auditor that the previously 

provided memo was inaccurate. Moreover, Weiss did not tell the independent auditor that the 

supporting documentation he previously provided to the auditor, including copies of the 

purported KAI Reports, should not be relied on. 

55. As a former auditor, Weiss knew or was reckless in not knowing, and should have 

known, that the independent auditor would rely on the false information as part of its year-end 

audit for 2020 unless it was provided the new information Weiss had learned. 

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13 

56. Weiss and Coen did not relay any of the information from Employee 3 to the 

independent auditor, despite Employee 3 having told Coen that if the wrong data had been 

scanned as part of the purported KAI beta test Kubient might need to restate its earnings. 

57. As Kubient’s audit committee chair, Coen knew or was reckless in not knowing, 

and should have known, that the information she had learned was important to the independent 

auditor as part of its year-end audit for 2020. 

b. Coen Excluded the Independent Auditor from the January 7, 2021 Audit 
Committee Meeting. 
 

58. Coen excluded the independent auditor from the audit committee meeting at 

which Employee 3’s concerns were discussed.   

59. Coen, as audit committee chair, circulated an agenda for a meeting of the audit 

committee scheduled for January 7, 2021. According to the agenda, which attached the 

December 29, 2020 email exchange between Roberts and the Customers, the main topic for 

discussion was the KAI beta test transactions.   

60. Coen invited the independent auditor to, and the independent auditor attended, 

every audit committee meeting held by Kubient between at least May 2020 and January 2021. 

However, Coen did not invite the independent auditor to, or otherwise inform the independent 

auditor of, the January 7, 2021 audit committee meeting.   

61. The audit committee met on January 7, 2021, and Roberts, Coen, and other 

members of the audit committee attended that meeting. Weiss did not attend this meeting but 

was aware of it taking place. 

62. No minutes were created for the January 7, 2021 audit committee meeting. 

Minutes were prepared for every other audit committee meeting between at least May 2020 and 

March 2021. 

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14 

63. The independent auditor had access to the minutes of Kubient’s Board meetings, 

which it reviewed and summarized as part of its audit work. Because there were no minutes 

created for the January 7, 2021 audit committee meeting, the independent auditor was not aware 

the meeting occurred. 

64. The next audit committee meeting was held on March 19, 2021, and was attended 

by the independent auditor. Weiss drafted the minutes and falsely stated in the minutes of that 

meeting that the “Committee’s last meeting” was on November 10, 2020 and did not reference 

the January 7, 2021 meeting. Coen then signed the minutes. 

65. Coen knew or was reckless in not knowing, and should have known, that as a 

result of her excluding information about the January 7, 2021 audit committee meeting from the 

independent auditor, the independent auditor would not learn of the information disclosed by 

Employee 3. 

66. Weiss knew or was reckless in not knowing, and should have known, that as a 

result of falsifying the March 19, 2021 audit committee meeting minutes, the independent 

auditor would not learn of the January 7, 2021 meeting or the information disclosed by 

Employee 3. 

c. Defendants Made Misrepresentations to Kubient’s Auditors. 
 
67. On March 29, 2021, Weiss falsely represented in Kubient’s 2020 fiscal year 

management representation letter to the independent auditor: 

a. that the 2020 financial statements were fairly presented in conformity with 

GAAP;  

b. that he was not aware of any risks that the financial statements may be 

materially misstated as a result of fraud; and  

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15 

c. that he had not received any communications, nor did he have knowledge 

of, any fraud, allegations of fraud, or suspected fraud that could have a 

material effect on the financial statements. 

68. These statements by Weiss were false because the $1.3 million in purported 

revenue from the KAI Deal had been improperly recognized as the beta test of the Customers’ 

data on which that revenue was based never took place. 

69. These statements by Weiss were false and misleading when made and Weiss 

knew or was reckless in not knowing, and should have known, that the statements were false and 

misleading because Weiss learned in December 2020 that the beta test of the Customers’ data on 

which that revenue was based never took place. 

70. During the independent auditor’s 2020 year-end audit interview on March 16, 

2021, Coen orally answered questions the auditor asked as part of the year-end inquiry. In 

response, Coen falsely stated that she was not aware of any tips or complaints regarding the 

company’s financial reporting, that she and the audit committee did not have knowledge of any 

fraud or suspected fraud affecting the company, and that she was not aware of any other matters 

relevant to the audit. 

71. These statements by Coen were false and misleading because Employee 3 told 

Coen that Kubient had not scanned the Customers’ data; that the folders purportedly holding the 

Customers’ data contained data from other Kubient customers; questioned whether Employee 

3’s discovery could be the result of fraud; and informed Coen that Kubient may need to restate 

its earnings as a result.  

72. These statements by Coen were false and misleading when made and Coen knew 

or was reckless in not knowing, and should have known, that the statements were false and 

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misleading because Coen knew the KAI Deal was significant to Kubient and had been called into 

question by Employee 3 who specifically asked Coen whether his discovery could be the result 

of fraud and require a restatement. Coen also knew, or was reckless in not knowing, and should 

have known, that this information would be highly relevant to the independent auditor’s work.  

IV. Kubient and Defendants Made False and Misleading Statements in Offering Materials 
and Filings. 

 
73. As alleged below, Kubient’s offering materials and other public filings falsely 

touted the success of the KAI beta test and improperly recognized the $1.3 million from the KAI 

Deal. 

74. Defendants made false and misleading statements regarding the success of, and 

revenue generated from, the KAI beta test because they knew or were reckless in not knowing, 

and should have known, that a beta test never occurred. 

75. Weiss also caused Kubient to continue to fraudulently recognize the $1.3 million 

in revenue stemming from the KAI Deal because Weiss knew or was reckless in not knowing, 

and should have known, that the beta test of the Customers’ data on which that revenue was 

based never took place and, therefore, the $1.3 million in purported revenue was improperly 

recognized. 

A. Kubient and Defendants Made False and Misleading Statements in Connection with 
Kubient’s Secondary Offering. 

 
76. In its Secondary Offering Materials, filed on December 21, 2020, and made 

effective on December 22, 2020, Kubient reiterated its prior public statements touting the 

success of the KAI beta test and the $1.3 million from the KAI Deal in financial statements and 

offering materials.   

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77. Kubient and Defendants made the statements in the Secondary Offering Materials 

as the documents are attributed to Kubient and Defendants each signed the Secondary Offering 

Materials and had ultimate authority over the documents. As signers of the filings, Defendants 

were responsible for the statements, including their content and whether and how to 

communicate them. 

78. Kubient’s Secondary Offering Materials, provided, in relevant part: 

During the quarter ended March 31, 2020, we allowed two large 
enterprise clients to beta test KAI in a live isolated environment. 
Kubient was able to successfully ingest hundreds of millions of rows 
of data in real-time and provide our clients the ability to prevent the 
purchase of non-human or fraudulent advertising traffic. The results 
from the two beta clients indicated that KAI was identifying and 
preventing approximately 300% more digital ad fraud then [sic] the 
clients’ current partners. The large volume of data ingested helped 
to improve our proprietary algorithms including the supervised and 
unsupervised version. This was invaluable as it provided us an 
opportunity to stress test our ability to handle large scale, concurrent 
input of data into our system which is then analyzed using our 
patent-pending proprietary machine learning technology. . . . 

 
79. Kubient made similar false statements in other sections of its Secondary Offering 

Materials. For example, in a section addressing net revenues Kubient stated: 

For the nine months ended September 30, 2020, net revenues 
increased by $1,592,023, or 984%, to $1,753,851 from $161,828 for 
the nine months ended September 30, 2019. The increase was 
primarily due to approximately $1,300,000 of revenue generated in 
connection with beta testing of KAI, our fraud detection service, 
which commenced during the 2020 period. . . . 
 

80. A reasonable investor would have understood from these statements that Kubient 

had successfully tested KAI with the Customers, and that the successful beta test yielded $1.3 

million in revenue for Kubient. 

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81. The statements in the Secondary Offering Materials were false and misleading 

because a KAI beta test of the Customers’ data never occurred, nor could it have occurred 

because the Customers never provided data to Kubient to scan through KAI. 

82. The statements in the Secondary Offering Materials were false and misleading 

when made, and Defendants knew or were reckless in not knowing, and should have known, that 

these statements were false and misleading because Weiss and Coen knew that a beta test of the 

Customers’ data never occurred. On the same day the Secondary Offering Materials became 

effective, Coen learned from Employee 3 that the data purportedly provided by the Customers 

for the KAI Deal did not originate from the Customers, and that Kubient had not scanned or 

performed a KAI analysis of the Customers’ data as referenced in the company’s IPO and 

Secondary Offering Materials. Coen then relayed this information to Weiss. 

83. Defendants failed to correct the statements in the Secondary Offering Materials 

when they knew or were reckless in not knowing, and should have known, that the statements 

were false and misleading.   

84. These false and misleading statements were material to investors because a 

reasonable investor would have understood from these statements in Kubient’s Secondary 

Offering Materials that Kubient had successfully tested KAI with the Customers, and that the 

successful beta test yielded $1.3 million in revenue for Kubient.  

B. Kubient and Defendants Made False and Misleading Statements in Kubient’s 2020 
Form 10-K. 

 
85. In its 2020 Form 10-K, filed on March 30, 2021, Kubient repeated false 

statements about the KAI beta tests and associated revenue.   

86. Kubient and Defendants made the statements in Kubient’s 2020 Form 10-K as the 

documents are attributed to Kubient and Defendants each signed the Form 10-K “as persons on 

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19 

behalf of the registrant and in the capacities and on the dates indicated” and, therefore, had 

ultimate authority over the document. As signers of the filings, Defendants were responsible for 

the statements, including their content and whether and how to communicate them. 

87. Kubient’s Form 10-K, provided, in relevant part: 

During the quarter ended March 31, 2020, we allowed two large 
enterprise clients to beta test KAI in a live isolated environment. We 
were able to successfully ingest hundreds of millions of rows of data 
in real-time and provide our clients the ability to prevent the 
purchase of non-human or fraudulent advertising traffic. The results 
from the two beta clients indicated that KAI was identifying and 
preventing approximately 300% more digital ad fraud then [sic] the 
clients’ current partners. The large volume of data ingested helped 
to improve our proprietary algorithms including the supervised and 
unsupervised version. This was invaluable as it provided us an 
opportunity to stress test our ability to handle large scale, concurrent 
input of data into our system which is then analyzed using our 
patent-pending proprietary machine learning technology. . . . 

 
88. Kubient made similar false statements in other sections of its Form 10-K. For 

example, in a section addressing net revenues Kubient stated: 

For the year ended December 31, 2020, net revenues increased by 
$2,722,394 or 1,533%, to $2,900,029 from $177,635 for the year 
ended December 31, 2019. The increase was primarily due to 
approximately $1,300,000 of revenue generated in connection with 
beta testing of KAI, our fraud detection service, which commenced 
during the 2020 period. . . . 

 
89. A reasonable investor would have understood from these statements that Kubient 

had successfully tested KAI with the Customers, and that the successful beta test yielded $1.3 

million in revenue for Kubient. 

90. These statements in Kubient’s 2020 Form 10-K were false and misleading 

because a KAI beta test of the Customers’ data never occurred, nor could it have occurred 

because the Customers never provided data to Kubient to scan through KAI. 

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91. These statements in Kubient’s 2020 Form 10-K were false and misleading when 

made, and Defendants knew or were reckless in not knowing, and should have known, that these 

statements were false and misleading because Weiss and Coen knew that a KAI beta test of the 

Customers’ data never occurred.  

92. The false and misleading statements in Kubient’s 2020 Form 10-K were material 

to a reasonable investor because the KAI Deal revenue constituted nearly all of Kubient’s 

revenue for the first quarter of 2020, approximately 95% of the company’s revenue at the time of 

its IPO in August 2020, and approximately 45% of the company’s 2020 annual revenue. 

C. Kubient and Weiss Fraudulently Recognized $1.3 Million in Revenue in Kubient’s 
Secondary Offering Materials and 2020 Form 10-K. 

 
93. The Secondary Offering Materials and 2020 Form 10-K also improperly 

recognized $1.3 million in revenue from the KAI Deal. 

94. As alleged above, Kubient and Weiss made the statements in the Secondary 

Offering Materials and 2020 Form 10-K. 

95. Kubient’s Secondary Offering Materials provided, in relevant part:  

For the nine months ended September 30, 2020, net revenues 
increased by $1,592,023, or 984%, to $1,753,851 from $161,828 for 
the nine months ended September 30, 2019. The increase was 
primarily due to approximately $1,300,000 of revenue generated in 
connection with beta testing of KAI, our fraud detection service, 
which commenced during the 2020 period. . . . 

 
And the financial statements included with the Secondary Offering Materials likewise reflect that 

net revenues have increased in those amounts. 

96. Similarly, Kubient’s 2020 Form 10-K provided, in relevant part:  

For the year ended December 31, 2020, net revenues increased by 
$2,722,394 or 1,533%, to $2,900,029 from $177,635 for the year 
ended December 31, 2019. The increase was primarily due to 
approximately $1,300,000 of revenue generated in connection with 

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21 

beta testing of KAI, our fraud detection service, which commenced 
during the 2020 period. . . . 

 
And the financial statements included in the Form 10-K likewise reflect that net revenues have 

increased in those amounts. 

97. A reasonable investor would have understood from these statements that Kubient 

had properly earned $1.3 million in revenue. 

98. These statements in the Secondary Offering Materials and 2020 Form 10-K were 

false and misleading when made, and Weiss knew or was reckless in not knowing, and should 

have known, that these statements were false and misleading because he learned in December 

2020 that the beta test of the Customers’ data on which that revenue was based never took place 

and, therefore, the $1.3 million in purported revenue included in the revenue reported in the 

Secondary Offering Materials and 2020 Form 10-K was improperly recognized 

99. Weiss failed to correct the improperly recognized revenue in the Secondary 

Offering Materials when he knew or was reckless in not knowing, and should have known, that 

the revenue was improperly recognized. 

100. These statements were material to a reasonable investor because the KAI Deal 

revenue constituted nearly all of Kubient’s revenue for the first quarter of 2020, approximately 

95% of the company’s revenue at the time of its IPO in August 2020, and approximately 45% of 

the company’s 2020 annual revenue. 

D. Kubient and Weiss Made False and Misleading Statements in an Earnings Release 
Associated with Kubient’s Form 8-K Filing. 

 
101. Kubient also fraudulently reported the $1.3 million in revenue from the KAI Deal 

in an earnings release, included with its Form 8-K filing on March 30, 2021. 

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102. Kubient and Weiss made the statements in the earnings release included in the 

March 20, 2021 Form 8-K as the document is attributed to Kubient and Weiss reviewed and 

approved and had ultimate authority over the document.   

103.  The earnings release noted: “Net revenues increased to $2.9 million from 

$178,000 in 2019. The increase was primarily due to revenue generated in connection with the 

beta testing of KAI, in addition to a significant increased engagement from one new customer.” 

104. A reasonable investor would have understood from the earnings release that KAI 

yielded significant revenue for Kubient in 2020. 

105. The statements in the earnings release included with the Form 8-K were false and 

misleading because a KAI beta test of the Customers’ data never occurred, nor could it have 

occurred because the Customers never provided data to Kubient to scan through KAI, and the 

$1.3 million in purported revenue was improperly recognized. 

106. The statements in the earnings release included with the Form 8-K were false and 

misleading when made and Weiss knew or was reckless in not knowing, and should have known, 

that these statements were false and misleading because he was aware that Kubient had not 

scanned the Customers’ data and that the $1.3 million in purported revenue was improperly 

recognized. 

107. The false and misleading statements in Kubient’s earnings release included with 

the Form 8-K were material to a reasonable investor because the KAI Deal revenue constituted 

nearly all of Kubient’s revenue for the first quarter of 2020, approximately 95% of the 

company’s revenue at the time of its IPO in August 2020, and approximately 45% of the 

company’s 2020 annual revenue. 

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V. Kubient, Weiss, and Coen, Directly or Indirectly, Obtained Money and Property from 
the False and Misleading Statements. 
 

108. Kubient and Defendants, directly or indirectly, each obtained money or a financial 

benefit from the statements identified above. As described above, Kubient raised approximately 

$20.7 million from its secondary offering. In addition, Kubient obtained a financial benefit 

during the relevant period from issuing stock and warrants at prices that were artificially inflated 

from the fraudulent conduct. Weiss and Coen obtained these financial benefits for Kubient while 

acting as its agents. 

109. Further, on January 7, 2021, Kubient’s Board of Directors awarded Weiss stock 

and cash bonuses which Kubient described as follows: “(i) 10,000 shares of the Company’s 

common stock earned by Joshua Weiss during the year ended December 31, 2020 for services in 

connection with the Company’s public offering which closed on December 28, 2020,” and a 

“performance bonus” of $82,500 “earned in connection with [his] performance during 2020 

pursuant to terms of [his] employment contract[ ] with the Company[.]” 

VI. Defendants Furthered Kubient’s Scheme to Defraud. 
 

110. As detailed above, Defendants furthered Kubient’s scheme to mislead its 

investors and independent auditor as to Kubient’s 2020 revenue.  

111. Weiss committed numerous acts in furtherance of this scheme which include, as 

detailed above, the following: 

a. Weiss failed to perform a new ASC 606 analysis when he learned the 

Customers’ data had not been scanned as required by the contracts. 

b. Weiss took no further action to understand why the underlying 

performance obligations of the contracts had not been satisfied and how 

that might impact the revenue recognition. 

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c. Weiss did not take meaningful steps to understand the circumstances 

underlying Employee 3’s discovery, did not confirm or try to understand 

whether the Customers provided any data to Kubient, how Kubient could 

have analyzed the wrong data, or whether Kubient ever provided a KAI 

fraud analysis to the Customers. 

d. After Weiss learned in December 2020 that the Customers’ data had not in 

fact been scanned, he did not notify Kubient’s independent auditor that the 

previously provided memo was inaccurate, nor did he tell the independent 

auditor that the supporting documentation Weiss previously provided to 

the auditor, including copies of the purported KAI Reports, should not be 

relied on. 

e. Weiss did not relay any of the information from Employee 3 to the 

independent auditor. 

f. Weiss drafted the minutes for the Mach 19, 2021 audit committee meeting 

and falsely stated therein that the “Committee’s last meeting” was on 

November 10, 2020 and did not reference the January 7, 2021 meeting. 

g. Weiss made false representations in Kubient’s 2020 fiscal year 

management representation letter to the independent auditor. 

h. In offering materials and other public filings, Weiss made false and 

misleading statements about the $1.3 million in revenue stemming from 

the KAI Deal and about the success of, and revenue generated from, the 

KAI beta test. 

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i. Weiss allowed Kubient to improperly recognize $1.3 million in revenue 

for services that were not provided. 

112. Coen committed numerous acts in furtherance of this scheme which include, as 

detailed above, the following: 

a. Coen did not take meaningful steps to understand the circumstances 

underlying Employee 3’s discovery, did not confirm or try to understand 

whether the Customers provided any data to Kubient, how Kubient could 

have analyzed the wrong data, or whether Kubient ever provided a KAI 

fraud analysis to the Customers. 

b. Coen did not relay any of the information from Employee 3 to the 

independent auditor. 

c. Coen excluded the independent auditor from the January 7, 2021 audit 

committee meeting at which Employee 3’s concerns were discussed. 

d. Coen signed the minutes from the March 19, 2021 audit committee 

meeting which falsely stated that meeting that the “Committee’s last 

meeting” was on November 10, 2020 and did not reference the January 7, 

2021 meeting.  

e. Coen made false representations to the independent auditor during its 2020 

year-end audit interview on March 16, 2021. 

f. In offering materials and other public filings, Coen made false and 

misleading statements about the $1.3 million in revenue stemming from 

the KAI Deal and about the success of, and revenue generated from, the 

KAI beta test. 

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VII. In the Alternative, Defendants Aided and Abetted Kubient’s Violations of Section 
10(b) of the Exchange Act and Section 17(a) of the Securities Act. 
 

113. As detailed above, Kubient engaged in deceptive acts and practices and made 

false and misleading statements regarding the KAI Deal and the purported resulting revenue. 

Defendants aided and abetted those violations by knowingly or recklessly providing substantial 

assistance to those violations as detailed above in Section VI, which are incorporated herein by 

reference. 

114. Kubient, through the conduct of Defendants and others, alleged above, engaged in 

deceptive acts and practices in violation of Section 10(b) of the Exchange Act and Rule 10b-5(a) 

and (c) thereunder and Section 17(a)(1) and (3) of the Securities Act. Weiss’s, Coen’s, and 

Roberts’s scienter and negligence are imputed to Kubient. Defendants knowingly or recklessly 

provided substantial assistance to Kubient’s violations through their conduct alleged above. 

115. Kubient also made false and misleading statements, alleged above in violation of 

Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder and Section 17(a)(2) of the 

Securities Act. Weiss’s, Coen’s, and Roberts’s scienter and negligence for these misstatements 

are imputed to Kubient. For each of the statements identified above in Section IV, Defendants 

knowingly or recklessly provided substantial assistance to Kubient’s false and misleading 

statements through the conduct described above. 

VIII. In the Alternative, Weiss is a Control Person of Kubient for Kubient’s Violations of 
Section 10(b) of the Exchange Act.  
 

116. As CFO, Weiss had the power to direct the management and policies of Kubient 

and exercised control over the company’s policies with respect to its financial reporting 

obligations. 

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117. Further, as described above, Weiss was directly involved in Kubient’s fraud by 

signing filings that falsely reported and described the revenue and the KAI Deal and making 

misrepresentations to the independent auditor. 

118. Accordingly, Weiss is liable as a control person under Section 20(a) of the 

Exchange Act for Kubient’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 

thereunder set forth herein. 

IX. Weiss Circumvented Accounting Controls and Falsified Kubient’s Books, Records, 
and Accounts. 
 
119. Weiss knowingly circumvented a system of internal accounting controls and 

knowingly falsified, or caused to be falsified, Kubient’s books, records, and accounts in 

violation of Exchange Act Section 13(b)(5) [15 U.S.C. §78m(b)(5)] and Rule 13b2-1 thereunder 

[17 C.F.R. §§ 240.13b2-1]. 

120. By falsely reporting $1.3 million in revenue from December 22, 2020 forward, 

Weiss falsified Kubient’s books, records, or accounts, and also knowingly circumvented 

Kubient’s internal accounting controls for recognizing revenue by ignoring the company’s 

requirement that the elements of ASC 606 be met. Weiss knew that a KAI beta test of the 

Customers’ data never occurred and, therefore, that revenue should not have been recognized. 

121. Further, in addition to falsely representing to the independent auditor that the 

2020 financial statements were fairly presented in conformity with GAAP, that he was not aware 

of any risks that the financial statements may be materially misstated as a result of fraud, and 

that he had not received any communications, nor did he have knowledge of, any fraud, 

allegations of fraud, or suspected fraud that could have a material effect on the financial 

statements, Weiss failed to correct the documents provided to the independent auditor in 

connection with their first quarter 2020 review. 

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X. Defendants Aided and Abetted Kubient’s Books and Records Violations. 

A. Kubient Made False SEC Filings. 
 

122. Kubient, through Defendants and others, filed a 2020 Form 10-K with the SEC 

that made materially false statements and omitted material information necessary to make the 

statements therein not misleading in violation of Exchange Act Section 13(a) [15 U.S.C. 

§78m(a)] and Rules 12b-20, and 13a-1 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1]. 

123. Kubient, through Weiss and others, filed a Form 8-K with the SEC that made 

materially false statements and omitted material information necessary to make the statements 

therein not misleading in violation of Exchange Act Section 13(a) [15 U.S.C. §78m(a)] and Rule 

13a-11 thereunder [17 C.F.R. §240.13a-11]. 

124. Kubient’s 2020 Form 10-K and the financial statements included therein, and its 

Form 8-K, filed on March 30, 2021, that included an earnings release for 2020, materially 

overstated the company’s revenue by reporting $1.3 million in improper revenue from, and made 

material misrepresentations about, the KAI Deal.   

B. Kubient, Through Weiss and Others, Maintained False Books and Records.  
 
125. Kubient, through Weiss and others, failed to make and keep books, records, and 

accounts, which, in reasonable detail, accurately and fairly reflected Kubient’s transactions in 

violation of Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)]. 

126. Kubient’s books and records reflected $1.3 million in improper revenue. 

127. Kubient, through Weiss and others, failed to document the circumstances and 

conclusion surrounding Kubient scanning the wrong data, the subsequent communication and 

resolution with the Customers, and the resulting impact on revenue recognition. 

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C. Kubient, Through Weiss and Others, Failed to Maintain Accounting Controls. 
 
128. By failing to devise and maintain a system of internal accounting controls 

sufficient to provide reasonable assurances that, among other things, transactions are recorded as 

necessary to permit preparation of financial statements in conformity with generally accepted 

accounting principles or any other criteria applicable to such statements, and to maintain 

accountability for assets, Kubient, through Weiss and others, violated Exchange Act Section 

13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(B)]. 

129. Kubient did not have an adequate system of internal accounting controls to ensure 

that revenue and assets were properly evaluated, supported, and, if appropriate, recorded in the 

proper quarter. 

130. Among other things, after becoming a public company, Kubient, through Weiss 

and others, failed to document the circumstances and conclusion surrounding Kubient’s scan of 

the wrong data, the subsequent communication and purported resolution with the Customers, and 

the resulting impact on revenue recognition, including the appropriate revenue amount, if any, 

and period in which revenue should be recognized. 

131. In addition, after becoming a public company, Kubient failed to ensure Board of 

Director meeting minutes were drafted and maintained so as to fully and accurately reflect 

matters considered by the Board, including matters that may have been relevant to revenue 

recognition. 

D. Defendants Aided and Abetted Kubient’s Books and Records Violations. 
 
132. As detailed above, Kubient violated Exchange Act Section 13(a), 13(b)(2)(A), 

and 13(b)(2)(B) [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), and 78m(b)(2)(B)] and Rules 12b-20, 13a-

1, and 13a-11 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11]. Defendants aided 

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30 

and abetted some or all of those violations by knowingly or recklessly providing substantial 

assistance to those violations. 

133. Weiss provided knowing and substantial assistance to Kubient’s violations of 

Exchange Act Section 13(a), 13(b)(2)(A), and 13(b)(2)(B) and Rules 12b-20, 13a-1, and 13a-11 

thereunder by: 

a. Signing Kubient’s Form 10-K which he knew or was reckless in not 

knowing, and should have known, contained false and misleading 

statements regarding the occurrence of a KAI beta test and the $1.3 

million in purported revenue; 

b. Failing to correct the false and misleading statements in the Secondary 

Offering Materials; and 

c. Misrepresenting and omitting material information to the independent 

auditor about the fraudulent revenue, including that he was not aware of 

any improper or fraudulent accounting practices at the company and had 

made all relevant information available to the independent auditor, once 

he became aware the beta tests were not performed as set forth in the 

contracts, and preventing the independent auditor from learning they were 

excluded from an audit committee meeting where they would have learned 

about underlying issues involving the revenue recognition. 

134. Coen provided knowing and substantial assistance to Kubient’s violations of 

Exchange Act Section 13(a) and Rules 12b-20 and 13a-1 thereunder by: 

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31 

a. Signing Kubient’s Form 10-K, which she knew or was reckless in not 

knowing, and should have known, contained false and misleading 

statements regarding the occurrence of a KAI beta test; 

b. Failing to correct the false and misleading statements in the Secondary 

Offering Materials; and  

c. Misrepresenting and omitting material information to the independent 

auditor about the revenue at issue and her knowledge of concerns raised 

internally about the transactions supporting the revenue, and excluding the 

independent auditor from a meeting where they would have learned about 

these issues. 

XI. Weiss is a Control Person of Kubient for Kubient’s Books and Records Violations. 
 

135. As CFO, Weiss had the power to direct the management and policies of Kubient 

and exercised control over the company’s policies with respect to its financial reporting 

obligations. 

136. Further, as described above, Weiss was directly involved in Kubient’s fraud by 

signing filings that falsely reported and described the revenue and the KAI Deal and making 

misrepresentations to the independent auditor. 

137. Accordingly, Weiss is liable as a control person under Section 20(a) of the 

Exchange Act for Kubient’s violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the 

Exchange Act and Rules 12b-20, 13a-1, and 13a-11 thereunder set forth herein. 

XII. Weiss Falsely Certified that Kubient’s 2020 Form 10-K Fairly Presented the Financial 
Condition and Results of the Company.  

 
138. Weiss signed Kubient’s 2020 Form 10-K certification on March 29, 2021, which 

materially overstated Kubient’s revenue, and falsely certified that those filings fairly presented, 

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32 

in all material respects, the financial condition and results of operation of the company in 

violation of Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14]. 

XIII. Weiss Failed to Reimburse Kubient for Bonuses. 

139. Section 304(a) of the Sarbanes-Oxley Act (“SOX”) requires, among other things, 

the CFO of any issuer required to prepare an accounting restatement due to material non-

compliance with financial reporting requirements under the securities laws as a result of 

misconduct to reimburse the issuer for any bonuses or other incentive or equity based 

compensation received by that person from the issuer during the 12-month period following the 

first public issuance or filing with the Commission of the misstated document. 

140. Kubient was required to file, and should have filed, restatements of several 

filings, including its Forms S-1 and prospectuses for its IPO and secondary offering, its second 

and third quarter 2020 Forms 10-Q, and its 2020 Form 10-K, all of which materially overstated 

the company’s revenue as a result of misconduct by Roberts and later Weiss.   

141. Weiss was CFO when Kubient filed its Form S-1 on August 10, 2020, triggering 

the 12-month clock under Section 304. 

142. Weiss received cash bonuses of at least $82,500 plus stock awards during this 12-

month period. 

143. Weiss has not reimbursed any bonus amount or stock award to Kubient. 

FIRST CLAIM FOR RELIEF 
Fraud in the Offer or Sale of Securities – Violations of Securities Act Section 17(a) 

(Against Both Defendants) 
 

144. The Commission realleges and incorporates by reference paragraphs 1 through 

143, as though fully set forth herein. 

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33 

145. By virtue of the foregoing, Defendants, directly or indirectly, in the offer or sale 

of a security by the use of the means and instruments of transportation or communication in 

interstate commerce or by use of the mails: 

(a) employed a device, scheme, or artifice to defraud;  

(b) obtained money or property by means of an untrue statement of a material 

fact or by omitting to state a material fact necessary in order to make the 

statements made, in light of the circumstances under which they were 

made, not misleading; and/or  

(c) engaged in a transaction, practice, or course of business which operated or 

would operate as a fraud or deceit upon the purchaser. 

146. Defendants engaged in this conduct intentionally, knowingly, or with severe 

recklessness.  

147. Accordingly, Defendants, directly or indirectly, violated, and unless restrained 

and enjoined will again violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Fraud in the Offer or Sale of Securities –  

Aiding and Abetting Kubient’s Violations of Securities Act Section 17(a)  
(Alternatively, Against Both Defendants) 

 
148. The Commission realleges and incorporates by reference paragraphs 1 through 

147, as though fully set forth herein. 

149. By virtue of the foregoing, the Defendants provided knowing and substantial 

assistance to Kubient, who, directly or indirectly, in the offer or sale of securities, by use of the 

means or instruments of transportation or communication in interstate commerce or by use of the 

mails: 

(a) employed a device, scheme, or artifice to defraud;  

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34 

(b) obtained money or property by means of an untrue statement of material 

fact or omission to state a material fact necessary in order to make the 

statements made, in light of the circumstances under which they were 

made, not misleading, and/or  

(c) engaged in transactions, practices or courses of business that operated or 

would operate as a fraud or deceit upon the purchasers of such securities.  

150. Accordingly, the Defendants aided and abetted and, unless restrained and 

enjoined, will again aid and abet, violations of Section 17(a) of the Securities Act [15 U.S.C. 

§ 77q(a)]. 

THIRD CLAIM FOR RELIEF 
Fraud – Violation of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Against Both Defendants) 
 

151. The Commission realleges and incorporates by reference paragraphs 1 through  

150, as though fully set forth herein. 

152. By engaging in the conduct described above, Defendants, directly or indirectly, 

knowingly or recklessly, in connection with the purchase or sale of securities, by use of the 

means or instrumentalities of interstate commerce, or the mails, or the facilities of a national 

securities exchange:  

(a) employed devices, schemes or artifices to defraud;  

(b) made untrue statements of material facts or omitted to state material facts 

necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and/or 

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35 

(c) engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any person in connection with the 

purchase or sale of any security.  

153. Accordingly, Defendants, directly or indirectly, violated and unless enjoined will 

again violate, Exchange Act Section 10(b) [15 U.S.C § 78j(b)] and Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5].  

FOURTH CLAIM FOR RELIEF 
Fraud – Control Person Liability under Section 20(a) of the Exchange Act for Kubient’s 

Violation of Exchange Act Section 10(b) and Rule 10b-5 Thereunder  
(Alternatively, Against Weiss) 

 
154. The Commission realleges and incorporates by reference paragraphs 1 through  

153, as though fully set forth herein. 

155. By virtue of the foregoing, Weiss exercised control over Kubient, which, directly 

or indirectly, knowingly or recklessly, by use of the means or instrumentalities of interstate 

commerce, or of the mails, or of a facility of a national securities exchange, in connection with 

the purchase or sale of a security:  

(a) employed devices, schemes, or artifices to defraud; 

(b) made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and/or 

(c) engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon another person.  

156. Accordingly, Weiss is liable as a control person under Section 20(a) of the 

Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violations of Section 10(b) [15 U.S.C. § 78j(b)] 

of the Exchange Act and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

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36 

FIFTH CLAIM FOR RELIEF 
Fraud – Aiding and Abetting Kubient’s Violation of Exchange Act Section 10(b)  

and Rule 10b-5 Thereunder  
(Alternatively, Against Both Defendants) 

 
157. The Commission realleges and incorporates by reference paragraphs 1 through  

156, as though fully set forth herein. 

158. By virtue of the foregoing, the Defendants provided knowing and substantial 

assistance to Kubient, who, directly or indirectly, knowingly or recklessly, by use of the means 

or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities 

exchange, in connection with the purchase or sale of a security:  

(a) employed devices, schemes, or artifices to defraud;  

(b) made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and/or 

(c) engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon another person.  

159. Accordingly, the Defendants aided and abetted and, unless restrained and 

enjoined, will again aid and abet, the violations of Section 10(b) [15 U.S.C. § 78j(b)] of the 

Exchange Act and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SIXTH CLAIM FOR RELIEF 
 Material False Statements and/or Omissions of Material Fact to an Accountant –  

Violation of Exchange Act Rule 13b2-2 
(Against Both Defendants) 

 
160. The Commission realleges and incorporates by reference paragraphs 1 through 

159, as though fully set forth herein. 

161. By virtue of the foregoing, the Defendants, directly or indirectly: 

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37 

(a) Made or caused to be made a materially false or misleading statement to 

an accountant or 

(b) Omitted to state, or caused another person to omit to state, any material 

fact necessary in order to make statements made, in light of the 

circumstances under which such statements were made, not misleading, to 

an accountant in connection with, among other things, a required audit, 

review or examination of the issuer’s financial statements or the 

preparation or filing of any document or report required to be filed with 

the Commission. 

162. Accordingly, the Defendants violated, and unless restrained and enjoined will 

again violate, Exchange Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2]. 

SEVENTH CLAIM FOR RELIEF 
Falsified Books, Records or Accounts –  

Violations of Exchange Act Section 13(b)(5) and Rule 13b2-1 Thereunder 
(Against Weiss) 

 
163. The Commission realleges and incorporates by reference paragraphs 1 through 

162, as though fully set forth herein. 

164. By virtue of the foregoing, Weiss: 

(a) knowingly circumvented or knowingly failed to implement a system of 

internal accounting controls; and 

(b) knowingly falsified, or caused to be falsified, Kubient’s books, records, or 

accounts. 

165. Accordingly, Weiss violated, and unless enjoined will again violate, Exchange 

Act Section 13(b)(5) [15 U.S.C. §78m(b)(5)] and Rule 13b2-1 [17 C.F.R. §§ 240.13b2-1]. 

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38 

EIGHTH CLAIM FOR RELIEF 
False SEC Filings – Aiding and Abetting Kubient’s Violation of  

Exchange Act Section 13(a) and Rules 12b-20 and 13a-1 Thereunder 
(Against Both Defendants) 

 
166. The Commission realleges and incorporates by reference paragraphs 1 through 

165, as though fully set forth herein. 

167. By virtue of the foregoing, Defendants provided knowing and substantial 

assistance to Kubient, which failed to file or filed current and annual reports with the SEC which 

failed to include material information necessary to make the required statements, in light of the 

circumstances under which they were made, not misleading. 

168. Accordingly, Defendants aided and abetted and, unless restrained and enjoined, 

will again aid and abet, Kubient’s violation of Exchange Act Section 13(a) [15 U.S.C. §78m(a)] 

and Rules 12b-20, 13a-1, and 13a-11 thereunder [17 C.F.R. §§ 240.12b-20 and 240.13a-1]. 

NINTH CLAIM FOR RELIEF 
False SEC Filings – Aiding and Abetting Kubient’s Violation of Exchange Act Rule 13a-11 

(Against Weiss) 
 

169. The Commission realleges and incorporates by reference paragraphs 1 through 

168, as though fully set forth herein. 

170. By virtue of the foregoing, Weiss provided knowing and substantial assistance to 

Kubient, which failed to file or filed an annual report with the SEC which failed to include 

material information necessary to make the required statements, in light of the circumstances 

under which they were made, not misleading. 

171. Accordingly, Weiss aided and abetted and, unless restrained and enjoined, will 

again aid and abet, Kubient’s violation of Exchange Act Rule 13a-11 [17 C.F.R. § 240.13a-11]. 

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39 

TENTH CLAIM FOR RELIEF 
False SEC Filings – Control Person Liability under Section 20(a) of the Exchange Act for 

Kubient’s Violation of Section 13(a) and  Rules 12b-20, 13a-1, and 13a-11 Thereunder 
(Against Weiss) 

 
172. The Commission realleges and incorporates by reference paragraphs 1 through 

171, as though fully set forth herein. 

173. By virtue of the foregoing, Weiss exercised control over Kubient, which failed to 

file or filed current and annual reports with the SEC which failed to include material information 

necessary to make the required statements, in light of the circumstances under which they were 

made, not misleading. 

174. Accordingly, Weiss is liable as a control person under Section 20(a) of the 

Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violation of Exchange Act Section 13(a) [15 

U.S.C. §78m(a)] and Rules 12b-20, 13a-1, and 13a-11 thereunder [17 C.F.R. §§ 240.12b-20, 

240.13a-1, and 240.13a-11].  

ELEVENTH CLAIM FOR RELIEF 
False Books and Records –  

Aiding and Abetting Kubient’s Violation of Exchange Act Section 13(b)(2)(A) 
(Against Weiss) 

 
175. The Commission realleges and incorporates by reference paragraphs 1 through 

174, as though fully set forth herein. 

176. By virtue of the foregoing, Weiss provided knowing and substantial assistance to 

Kubient, which failed to make and keep books, records, and accounts, which, in reasonable 

detail, accurately and fairly reflected the transactions and dispositions of the assets of the issuer. 

177. Accordingly, Weiss aided and abetted and, unless restrained and enjoined, will 

again aid and abet, Kubient’s violation of Exchange Act Section 13(b)(2)(A) [15 U.S.C. 

§ 78m(b)(2)(A)]. 

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40 

TWELFTH CLAIM FOR RELIEF 
False Books and Records – Control Person Liability under Section 20(a) of the Exchange 

Act for Kubient’s Violation of Exchange Act Section 13(b)(2)(A) 
(Against Weiss) 

 
178. The Commission realleges and incorporates by reference paragraphs 1 through 

177, as though fully set forth herein. 

179. By virtue of the foregoing, Weiss exercised control over Kubient, which failed to 

make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly 

reflected the transactions and dispositions of the assets of the issuer.  

180. Accordingly, Weiss is liable as a control person under Section 20(a) of the 

Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violation of Exchange Act Section 13(b)(2)(A) 

[15 U.S.C. § 78m(b)(2)(A)]. 

THIRTEENTH CLAIM FOR RELIEF 
Internal Accounting Controls – Control Person Liability under Section 20(a) of the 

Exchange Act for Kubient’s Violation of Exchange Act Section 13(b)(2)(B)  
(Against Weiss) 

 
181. The Commission realleges and incorporates by reference paragraphs 1 through 

180, as though fully set forth herein. 

182. By virtue of the foregoing, Weiss exercised control over Kubient, which failed to 

devise and maintain a system of internal accounting controls sufficient to provide reasonable 

assurances that transactions are recorded as necessary to permit preparation of financial 

statements in conformity with generally accepted accounting principles or any other criteria 

applicable to such statements, and to maintain accountability for assets.  

183. Accordingly, Weiss is liable as a control person under Section 20(a) of the 

Exchange Act [15 U.S.C. § 78t(a)] for Kubient’s violation of Exchange Act Section 13(b)(2)(B) 

[15 U.S.C. § 78m(b)(2)(B)]. 

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FOURTEENTH CLAIM FOR RELIEF 
Internal Accounting Controls –  

Aiding and Abetting Kubient’s Violation of Exchange Act Section 13(b)(2)(B) 
(Against Weiss) 

 
184. The Commission realleges and incorporates by reference paragraphs 1 through 

183, as though fully set forth herein. 

185. By virtue of the foregoing, Weiss provided knowing and substantial assistance to 

Kubient, who failed to devise and maintain a system of internal accounting controls sufficient to 

provide reasonable assurances that transactions are recorded as necessary to permit preparation 

of financial statements in conformity with generally accepted accounting principles or any other 

criteria applicable to such statements, and to maintain accountability for assets. 

186. Accordingly, Weiss aided and abetted and, unless restrained and enjoined, will 

again aid and abet, Kubient’s violations of Exchange Act Section 13(b)(2)(B) [15 U.S.C. 

§ 78m(b)(2)(B)]. 

FIFTEENTH CLAIM FOR RELIEF 
False Certifications of Annual Reports – Violation of Exchange Act Rule 13a-14 

(Against Weiss) 
 

187. The Commission realleges and incorporates by reference paragraphs 1 through 

186, as though fully set forth herein. 

188. By virtue of the foregoing, Weiss signed Kubient’s 2020 Form 10-K certification 

pursuant to Rule 13a-14 on March 29, 2021, which materially overstated Kubient’s revenue, and 

falsely certified that those filings fairly presented, in all material respects, the financial condition 

and results of operation of the company. 

189. Accordingly, Weiss violated, and unless restrained and enjoined will again 

violate, Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14]. 

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42 

SIXTEENTH CLAIM FOR RELIEF 
Reimbursement – Section 304(a) of SOX 

(Against Weiss) 
 

190. The Commission realleges and incorporates by reference paragraphs 1 through 

189, as though fully set forth herein. 

191. By virtue of the foregoing, Kubient filed reports that were in material non-

compliance with its financial reporting requirements under the federal securities laws from at 

least August 10, 2020, when Kubient’s IPO was filed, to March 29, 2021, when it filed its 2020 

Form 10-K. Kubient’s material non-compliance with its financial reporting requirements 

resulting from misconduct required the company to restate, and it should have restated, the 

foregoing filings as well as its Forms 10-Q for the second and third quarters of 2020 and its S-1 

registration statement and prospectus for its secondary offering. 

192. Weiss received or obtained, during the statutory time periods established by SOX, 

bonuses, incentives, and/or equity-based compensation which he failed to reimburse to Kubient. 

193. The Commission has not exempted Weiss, pursuant to Section 304(b) of SOX, 

from its application under Section 304(a). 

194. Accordingly, Weiss violated and, unless ordered to comply will continue to 

violate, Section 304(a) of SOX [15 U.S.C. § 7243(a)]. 

RELIEF SOUGHT 

WHEREFORE, the Commission respectfully requests that this Court: 

I. 

Find that Defendants committed the violations alleged in this Complaint; 

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43 

II. 

Enter an Injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil 

Procedure, permanently restraining and enjoining Defendants from violating, directly or 

indirectly, the laws and rules alleged in this Complaint; 

III. 

Order Weiss to disgorge all ill-gotten gains received during the period of the 

violative conduct, plus prejudgment interest thereon, pursuant to the Court’s equitable powers, 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Sections 21(d)(3), 21(d)(5), and 

21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

IV. 

 Order Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act 

[15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; and 

V. 

Order Weiss to reimburse Kubient as required by SOX Section 304(a) [15 U.S.C. 

§ 7243]. 

VI. 

Pursuant to the Court’s inherent equitable authority, Securities Act Section 20(e) [15 

U.S.C. § 77t(e)], and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)], bar each 

Defendant from acting as an officer or director of a public company; 

VII. 

Grant such other relief as this Court may deem just or appropriate. 

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44 

JURY DEMAND 

The Commission demands a trial by jury on all claims so triable. 
 
Dated: September 16, 2024.  
 

s/ Gregory A. Kasper      
Gregory A. Kasper (NY 2735405; SDNY GK6596) 
Regional Trial Counsel 
Jodanna L. Haskins (pro hac vice application 
forthcoming) 
Ian J. Kellogg (pro hac vice application 
forthcoming) 
Trial Counsel 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 
[email protected] 
[email protected] 
[email protected] 

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