SEC v. Mario Gogliormella; Steven Lacaj; Karim Ibrahim; and Adam Ibrahim, No. 1:24-cv-04348, Southern District of New York (June 12, 2024) — Complaint

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ANTONIA M. APPS
Regional Director
Sheldon L. Pollock
Lee A. Greenwood
Steven G. Rawlings
Daniel Loss
Sushila Rao Pentapati
Suzanne M. Bettis
Joshua D. Tannen
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004-2616
212-336-0410 (Rao Pentapati)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

                                             Plaintiff,

                        -against-

MARIO GOGLIORMELLA,
STEVEN LACAJ, and
KARIM IBRAHIM (a/k/a “CHRIS HAYES”),

                                             Defendants,

                        -and-

ADAM IBRAHIM,

                                             Relief                                             Defendant.

COMPLAINT

24 Civ. 4348

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Mario Gogliormella (“Gogliormella”), Steven Lacaj (“Lacaj”), and Karim Ibrahim
(collectively, “Defendants”) and Relief Defendant Adam Ibrahim, alleges as follows:

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SUMMARY
1. For over three years, Defendants operated boiler rooms using a network of
unregistered sales agents to conduct illegal, unregistered, and fraudulent offerings of securities, in the
form of interests in investment vehicles that purportedly gave investors access to shares (“Pre-IPO
Shares”) of private companies that were on the verge of “going public” (“Pre-IPO Companies”).
Boiler rooms are call centers that typically use high-pressure sales tactics and intensive, high-volume
sales campaigns to induce investors to buy securities, such as those at issue here.
2. From approximately June 2019 to February 2022 (the “StraightPath Period”),
Defendants and their unregistered sales force sold Pre-IPO Shares on behalf of StraightPath
Venture Partners LLC (“StraightPath”) and raised at least $149 million from over 1,000 investors
located around the country, including in this District, and internationally.  The Commission
previously brought an emergency action alleging fraud, unregistered broker-dealer activity, and
unregistered securities offerings against StraightPath and its principals.  See SEC v. StraightPath
Venture Partners LLC, et al., No. 22-cv-3897 (LAK) (S.D.N.Y. May 13, 2022) (the “StraightPath
Action”).
3. Then, just as StraightPath was under the scrutiny of the Commission investigation
that resulted in an enforcement action to shut down its operations, Defendants launched a new
entity, Legend Venture Partners LLC (“Legend”), to rebrand their fraud.  From February through
October 2022 (the “Legend Period,” and, collectively with the StraightPath Period, the “Relevant
Period”), Defendants operated Legend and, together with their unregistered sales force, raised over
$35 million from more than 300 investors around the country, including in this District, and
internationally, a majority of whom had earlier invested with StraightPath.  The Commission
previously brought an emergency action alleging fraud, unregistered broker-dealer activity, and

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unregistered securities offerings against Legend.  See SEC v. Legend Venture Partners LLC, No. 23-cv-
5326 (LAK) (S.D.N.Y. June 22, 2023) (the “Legend Action”).
4. Throughout the Relevant Period, Defendants procured more than $184 million in
investor funds by fraud, including falsely leading investors to believe that StraightPath and Legend
would only make money when investors did (upon a profitable public listing by one of the Pre-IPO
Companies), and that investors would not pay any upfront fees or commissions.  In fact, though,
investors paid exorbitant upfront markups on their investments, allowing Defendants and their sales
force to pocket millions of dollars before investors made a dime.
5. In exchange for their investments, StraightPath and Legend investors received
interests in a subdivision (called a “Series”) of one of nine StraightPath investment funds (the
“StraightPath Funds”) or one of five Legend investment funds (the “Legend Funds”), which were
structured as limited liability companies (“LLCs”).  Defendants and their sales force told investors
that each Series invested in Pre-IPO Shares of a particular Pre-IPO Company.  Defendants and their
sales force pitched these Series interests as a way for retail investors to effectively own limited-
supply Pre-IPO Shares that could not yet be bought on a public stock exchange, and at prices
purportedly lower than the current valuations and anticipated public listing prices of those shares.
6. At Defendants’ direction, their sales force typically cold-called hundreds of investors
daily.  Using sales scripts provided by Defendants, the unregistered sales agents told investors that
StraightPath or Legend would charge only a 20% fee on back-end profits (if any) earned after the
applicable Pre-IPO Company went public.  This led investors to believe that their interests were
fully aligned with Defendants’ interests.  In fact, however, Defendants profited handsomely upfront,
immediately pocketing tens of millions of dollars on their sales to investors through undisclosed

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markups that averaged between 19% and 105% above the prices StraightPath or Legend had paid,
or would pay, for Pre-IPO Shares of the relevant Pre-IPO Companies.
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7. During the Relevant Period, Defendants and their sales force pocketed for
themselves more than $45 million in fees.  Specifically, during the StraightPath Period, Defendants
raised at least $149 million from investors and, through their entity L&G Capital Corp. (“L&G”),
received from StraightPath nearly $35 million in upfront commission payments, the vast majority of
which they paid to their unregistered sales force (more than $14.4 million) or kept for themselves
(more than $18.8 million).  Then, during the Legend Period, Defendants and their unregistered sales
force raised another approximately $35.5 million from investors, out of which Defendants pocketed
more than $9.3 million and separately paid their unregistered sales force more than $3.25 million,
before any of the Pre-IPO Companies marketed by Legend went public (which not one has to date).
8. Through their sales force, Defendants made additional misrepresentations to
investors, such as falsely claiming that the investments they were pitching would double or triple in
value through near-term public listings and overstating the research capabilities, industry
connections, and track records of StraightPath and Legend.  In Legend’s offering documents,
Defendants also concealed the involvement of Gogliormella and Karim Ibrahim, both of whom had
been the subject of public customer complaints and the latter of whom had been suspended by the
Financial Industry Regulatory Authority (“FINRA”) for having previously defrauded a customer.
9. As a result of Defendants’ fraud, investors suffered substantial pecuniary harm.
Investors expended significant funds acquiring interests in the StraightPath and Legend Funds based
on the material misrepresentations alleged herein.  In many instances, the Pre-IPO Companies at
issue have not gone public even years later.  As a result, many investors have recouped none of their

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 Significantly, however, StraightPath did not obtain sufficient Pre-IPO Share interests to backstop all the interests in the
StraightPath Funds that it sold to investors.

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investments.  All the while, Defendants have used investor proceeds to fund lavish lifestyles and
make many luxury purchases, including trips on private jets, Rolex and Audemars Piguet watches,
Bentley and Rolls Royce cars, and luxury residences on Long Island and in Miami.
10. In connection with their fraudulent scheme, Defendants also violated the securities
and broker-dealer registration provisions of the federal securities laws.  Specifically, none of the
offers or sales of interests in the StraightPath Funds or Legend Funds were registered with the
Commission and no exemption applied.  Furthermore, Defendants and their sales force, all of
whom received transaction-based compensation, acted as brokers without being registered as
broker-dealers or associated with registered broker-dealers.
VIOLATIONS
11. By virtue of the foregoing conduct and as alleged further herein, Defendants have
violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C.
§§ 77e(a), 77e(c), and 77q(a)], Sections 10(b) and 15(a) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. §§ 78j(b) and 78o(a)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-
5]; and, with respect to the Legend Period, Sections 206(1), 206(2), 206(3), and 206(4) of the
Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1), (2), (3), and (4)] and
Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]; Gogliormella is liable as a control person for
the violations by L&G and Legend of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rule  10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]; and Defendants have aided and abetted
violations by StraightPath, StraightPath Management LLC, and Legend of Securities Act Sections
5(a), 5(c), and 17(a) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Exchange Act Sections 10(b) and 15(a)
[15 U.S.C. §§ 78j(b) and 78o(a)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; and, with
respect to Legend, Advisers Act Sections 206(1), 206(2), 206(3), and 206(4) [15 U.S.C. §§ 80b-6(1),
(2), (3), and (4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].

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12. Unless Defendants are restrained and enjoined, they will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
13. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. § 77t(b) and 77t(d)]; Exchange Act Section 21(d)
[15 U.S.C. § 78u(d)]; and Advisers Act Sections 209(d) and 209(e) [15 U.S.C. §§ 80b-9(d) and 80b-
9(e)].
14. The Commission seeks a final judgment: (a) ordering permanent injunctive relief
against Defendants; (b) ordering Defendants to disgorge the ill-gotten gains they received as a result
of the violations alleged herein and to pay prejudgment interest thereon pursuant to Exchange Act
Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
(c) ordering Defendants to each pay a civil money penalty pursuant to Securities Act Section 20(d)
[15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], and Advisers Act
Section 209 [15 U.S.C. § 80b-9]; (d) ordering Relief Defendant Adam Ibrahim to pay, with
prejudgment interest, all ill-gotten gains by which he was unjustly enriched, pursuant to Exchange
Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; and
(e) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
15. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], and Advisers Act Section 214(a)
[15 U.S.C. § 80b-14(a)].

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16. Defendants, directly and indirectly, have made use of the means or instrumentalities
of interstate commerce or of the mails in connection with the transactions, acts, practices, and
courses of business alleged herein.
17. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)],
Exchange Act Section 27 [15 U.S.C. § 78aa], and Advisers Act Section 214 [15 U.S.C. § 80b-14].
During the StraightPath Period, L&G’s primary office was in lower Manhattan, and, during the
Legend Period, Legend’s primary office was also in lower Manhattan.  Additionally, certain acts,
practices, transactions, and courses of business alleged in this Complaint occurred within this
District, including calls and emails to prospective and actual investors and sales of interests in the
StraightPath Funds to at least 30 investors, and in the Legend Funds to at least 10 investors, located
in Manhattan and elsewhere in this District.
DEFENDANTS
18. Gogliormella, age 47, resides in Manhasset, NY.  Gogliormella was one of the
founders and principals of L&G and Legend.  Between 1998 and 2019, Gogliormella was a
registered broker at four different broker-dealers and held Series 7 and Series 63 licenses.  He has
not been registered with the Commission as a broker since 2019.  Gogliormella has been the subject
of at least five customer complaints from his time in the securities industry, which alleged churning
(i.e., excessive trading of client brokerage assets for the purpose of generating commissions),
unauthorized trading, and/or unsuitable investment recommendations.  In connection with the
Commission staff’s investigation, Gogliormella declined to answer questions relating to StraightPath
and Legend when subpoenaed to testify and instead invoked his Fifth Amendment privilege against
self-incrimination.
19. Lacaj, age 27, resides in New York, NY.  Lacaj was one of the founders and
principals of L&G and Legend.  Between 2016 and 2019, Lacaj was a registered broker at three

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different broker-dealers and held Series 7 and Series 63 licenses.  He has not been registered with the
Commission as a broker since 2019.  In connection with the Commission staff’s investigation, Lacaj
declined to answer questions relating to StraightPath and Legend when subpoenaed to testify and
instead invoked his Fifth Amendment privilege against self-incrimination.
20. Karim Ibrahim (a/k/a “Chris Hayes”), age 34, resides in Queens, NY.  Karim
Ibrahim was also one of the founders and principals of L&G.  Although his brother Adam Ibrahim
was listed as an owner of Legend on its corporate-formation documents, in reality, Karim Ibrahim
was the third Legend founder and functioned as one of its principals.  Between 2011 and 2015,
Karim Ibrahim was a registered broker at two different broker-dealers and held Series 7 and
Series 63 licenses.  He has not been registered with the Commission as a broker since 2015.  From
November 16, 2016, to November 20, 2018, Karim Ibrahim was suspended from association with
any member of FINRA resulting from a determination by FINRA that he had committed fraud in
the sale of interests in a securities firm for which he had worked.  Karim Ibrahim has been the
subject of at least four customer complaints during his time in the securities industry, which alleged
fraud, churning, unauthorized trading, and/or unsuitable investment recommendations.  During the
Relevant Period, Karim Ibrahim at times communicated with investors in the StraightPath Funds
and the Legend Funds using the alias “Chris Hayes.”  During the Legend Period, Karim Ibrahim
also communicated with Legend investors using his brother Adam Ibrahim’s name.  In connection
with the Commission staff’s investigation, Karim Ibrahim declined to answer questions relating to
StraightPath and Legend when subpoenaed to testify and instead invoked his Fifth Amendment
privilege against self-incrimination.
RELIEF DEFENDANT
21. Adam Ibrahim, age 31, resides in Queens, NY.  He is the brother of Karim
Ibrahim.  From 2019 through 2022, Adam Ibrahim received cash, interests in the StraightPath

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Funds, and Pre-IPO Shares totaling more than $1.8 million, which constituted or were acquired with
proceeds Karim Ibrahim earned from his misconduct as alleged herein.  Along with Gogliormella
and Lacaj, Adam Ibrahim’s name appeared on Legend’s corporate-formation documents, but it was
Karim Ibrahim who acted as Legend’s third principal.
OTHER RELEVANT ENTITIES
22. StraightPath is a Delaware LLC incorporated on May 11, 2017, which owned and
managed the StraightPath Funds.  From 2017 until mid-2021, its office was in Manhattan; in mid-
2021, it moved its office to Jupiter, Florida.  It has never been registered with the Commission in
any capacity.  Since June 14, 2022, it has been in receivership as a result of the StraightPath Action.
23. StraightPath Management LLC (“StraightPath Management”) is a Delaware LLC
incorporated on May 11, 2017, which served as investment adviser to the StraightPath Funds and as
managing member of StraightPath.  StraightPath Management’s office was also in Manhattan until
mid-2021 before moving to Jupiter, Florida.  It is an SEC-registered exempt reporting adviser.  Since
June 14, 2022, it has been in receivership as a result of the StraightPath Action.
24. L&G was a New York corporation incorporated on May 31, 2019, and voluntarily
dissolved on December 20, 2023, that had its principal place of business in New York, NY.  From
2019 until 2022, its office was in Manhattan, and its principals directed boiler rooms in at least
Manhattan and Boca Raton, Florida.  L&G was the entity through which Defendants received
commission payments from StraightPath and paid their unregistered sales force.
25. Legend is a Delaware LLC formed on September 1, 2021, with its principal place of
business in New York, NY.  From February through October 2022, Legend acted as investment
adviser to the Legend Funds.  It has never been registered with the Commission.  Since July 7, 2023,
it has been in receivership as a result of the Legend Action.

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FACTS
I. DEFENDANTS DEFRAUDED INVESTORS IN SELLING INTERESTS IN
THE STRAIGHTPATH FUNDS
A. Background:  StraightPath
26. StraightPath was founded in 2017.  Its business model was to acquire Pre-IPO
Shares or interests in Pre-IPO Shares and to sell to investors interests in LLCs (i.e., the StraightPath
Funds) that purportedly owned the Pre-IPO Shares or interests therein.
27. Pre-IPO Shares are often held by early-stage investors and private company
employees and their family members and are not typically widely available to the investing public,
including because they are not listed on a national securities exchange.  They are typically attractive
to investors due to the potential for high returns in the event the company does make a public
offering and there is high demand for its shares, allowing the shares to be sold at substantial profits.
28. Investment advisers such as StraightPath Management and Legend and their
associated sales forces purport to make these sought-after investments accessible to individual
members of the investing public at supposedly favorable prices.
29. The StraightPath offering documents described how different “Series” within each
StraightPath Fund were designed to invest in shares of a single Pre-IPO Company.  For example, a
Series of “StraightPath Fund 1” purportedly owned Pre-IPO Shares of a particular Pre-IPO
Company (“Company A”).  Thus, at least according to the offering documents, an investor in a
Company A Series of StraightPath Fund 1 would own a proportionate interest in the Pre-IPO
Shares of Company A owned by that Series of that Fund.
30. From approximately November 2017 to February 2022, StraightPath raised at least
$410 million by selling interests in nine StraightPath Funds to more than 2,200 investors in nearly
every U.S. state and internationally.  StraightPath acquired the Pre-IPO Shares (or interests therein)

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and sold them to investors, while StraightPath Management was the investment adviser to each of
the StraightPath Funds.
31. StraightPath, StraightPath Management, their principals, and their associated sales
force defrauded investors in the StraightPath Funds in multiple respects, including, as Defendants
themselves also did, by misrepresenting that StraightPath did not charge upfront fees when in fact
StraightPath marked up the price of Pre-IPO Shares in order to pay large upfront commissions to its
principals and their sales force.  Among other things:
a. the StraightPath Funds’ offering documents, created by StraightPath and
StraightPath Management through their principals, stated that StraightPath “may”
charge a markup on Pre-IPO Shares, when in reality it charged a substantial markup
on every sale;
b. StraightPath’s welcome letters indicated that StraightPath investors would not be
charged upfront fees on their investments, when, again, investors were in fact
charged a substantial portion of every contribution they made to pay undisclosed
commissions to StraightPath, its principals, and its sales force; and
c. StraightPath sales agents told investors on sales calls that they only made money in
the event of a profitable Pre-IPO Company listing and there were no upfront fees.
B. L&G
32. Gogliormella and Lacaj formed L&G in May 2019 to sell interests in the StraightPath
Funds.  Although Karim Ibrahim was not listed on L&G’s corporate-formation documents, he acted
as a principal of the firm, including by sharing substantially in the firm’s profits and by exercising
control over the firm by, among other things, overseeing its sales force.

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33. Before setting up L&G, Defendants had overlapped as registered representatives at
multiple broker-dealers.  Given their experience in the securities industry, they were familiar with the
registration requirements to engage in brokerage activity.
34. During the StraightPath Period, L&G received 152 payments from StraightPath
totaling nearly $35 million, which Defendants transferred principally to accounts associated with
either Gogliormella (more than $8.26 million), Lacaj (more than $5.23 million), or Karim Ibrahim
(more than $5.16 million), or to pay transaction-based compensation to more than 50 unregistered
sales agents (approximately $14.4 million).
35. The payments from StraightPath to L&G represented “upfront” commissions, or
monies paid at or around the time investors made investments in the StraightPath Funds, and prior
to any public listing by the Pre-IPO Companies in whose Pre-IPO Shares investors understood
themselves to be investing.  The purpose of these payments was to compensate Defendants and
their unregistered sales force for soliciting the investments.
36. For instance, on November 20, 2020, Gogliormella emailed a principal of
StraightPath a spreadsheet entitled “LG BREAKDOWN TO SPVP NOV 20” that showed investor
names, their investments, and the “total commission” due from StraightPath to L&G on those
investments.  As of the date of the email, neither of the two Pre-IPO Companies listed on the
spreadsheet had undertaken a public offering.  Yet, later that same day, StraightPath wired L&G the
total commission amount of $289,613 reflected in the spreadsheet.
37. The amounts paid by L&G to its unregistered sales agents varied depending on the
sizes of the investments in the StraightPath Funds that the respective sales agents solicited.
38. With respect to L&G’s operations, Gogliormella served as the primary point of
contact between L&G and StraightPath, coordinating which Pre-IPO Companies’ shares L&G

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would sell and at what price, as well as coordinating with StraightPath and its principals about any
issues involving StraightPath investors solicited by L&G.
39. Lacaj and Karim Ibrahim had primary responsibility for developing sales pitches and
training and supervising sales agents, including, at least as to Lacaj, directing sales agents on what to
say to prospective investors in particular scenarios.
40. Defendants themselves also called investors to solicit investments in the StraightPath
Funds.
41. Karim Ibrahim also compiled and distributed marketing emails concerning the
relevant Pre-IPO Companies and interfaced with trust companies through which L&G solicited
investors to invest money held in retirement accounts.
C. L&G’s Boiler Rooms
42. Defendants sold interests in the StraightPath Funds by directing their sales force,
which during the StraightPath Period worked out of at least two boiler rooms in lower Manhattan
and a third boiler room in Boca Raton, Florida.  Defendants each had offices in at least one of the
boiler rooms in lower Manhattan and were physically present there on a regular basis.
43. The boiler rooms typically featured 20 or more sales agents, many in their early 20’s,
who were directed by Defendants to use sales scripts and lead lists to cold-call hundreds of potential
investors each day to earn commissions.  Sales agents pinned the scripts to the walls of their
cubicles.

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44. Below is an image of sales scripts pinned to the wall in an L&G boiler room:

45. Defendants, directly or through intermediaries, distributed scripts to the sales agents.
These included (i) Pre-IPO Company-specific pitches and (ii) “rebuttal” scripts (referred to as the
“Bible”) that consisted of stock responses to anticipated questions or concerns raised by prospective
investors.
46. Lacaj and Karim Ibrahim authored some of the Company-specific and rebuttal
scripts.  They also emailed scripts among themselves, including to and from an L&G email address
used by all three Defendants, and to members of their sales force.
47. At least sometimes at Gogliormella’s behest, sales agents in the Manhattan boiler
rooms would attend morning training sessions—at times referred to as “boot camps”—on
delivering the scripts as written and using high-pressure sales tactics to successfully solicit
investments.  In at least some of these sessions, scripts would be distributed to agents, and agents
would be made to conduct mock rehearsals of making investor pitches and rebutting anticipated
investor concerns using these scripts.  Lacaj would typically take the lead at these trainings, and
Gogliormella and Karim Ibrahim would also sometimes attend.

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48. In addition to the substantial monetary incentives of earning transaction-based
compensation upon closing sales to investors, Defendants also used a variety of hazing and bullying
tactics against the unregistered sales agents in their boiler rooms.  For example, to motivate sales
agents to increase productivity, Gogliormella used abusive or humiliating tactics that included
obscene or vulgar acts.  On certain occasions, Gogliormella made sales agents wear tampons on
their ears—ostensibly as a badge of dishonor—until the agents in question succeeded in opening
new accounts.
49. During the sales calls, L&G’s sales agents would typically tell investors that the
relevant Pre-IPO Company was likely to go public “by the 3rd quarter of this year,” “in the 4th
quarter of this year,” “before year’s end,” or on a similar near-term timeline and that a supposed
existing valuation of that Pre-IPO Company was, on a per share basis, several multiples of the price
at which StraightPath was offering the Pre-IPO Share interests to investors.  Defendants directed
their sales agents to tell investors that investments would imminently double or triple in value
without a reasonable basis to do so.
50. The Company-specific sales pitches were also presented as an opportunity to invest
via the StraightPath Funds directly in the Pre-IPO Shares of the particular Pre-IPO Company, not,
as was the case at times, through a separate third-party fund that purported to hold the Pre-IPO
Shares or interests in Pre-IPO Shares.
51. As an illustrative example of a Company-specific sales pitch, in or around February
2020, Karim Ibrahim drafted a pitch concerning a Pre-IPO Company, which, even as of today, has
not gone public.  Among other misrepresentations, the pitch referenced nonexistent NDAs between
L&G and the Pre-IPO Company, which had purportedly allowed L&G advance access to previously
confidential information that, the script claimed, had provided a basis for the caller’s
recommendation of that Pre-IPO Company.  The script then stated—without any identifiable

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basis—that, at the price of $38 per share, “you really can’t help but to make $ especially w[ith] them
set to go public in the 120’s by years[sic] end.”  It exhorted the investor to liquidate other holdings to
invest in the Pre-IPO Company, because “on IPO day, your 10K shares would be worth 1.2
[million] at a minimum, without accounting for the appreciation the stock...will show when it does
go public.”
52. At Defendants’ direction, sales agents would also tell prospective investors that the
agents would only make money if the investors made money on a profitable public listing by one of
the Pre-IPO Companies.  For instance, Defendants directed sales agents to use the set of rebuttal
scripts they called the “Bible,” which included a scripted response under the header, “How do you
make your money” instructing the agents to tell investors that “[t]here are no upfront costs or
commissions to get involved in this investment.  The only fee associated with this purchase is 20%
of just your profits. [...] If the stock trades flat, we don’t get paid and this would be a waste of [my]
and your time.”  These representations were false because, as Defendants knew, a portion of every
investment was being used to compensate Defendants and their sales force regardless of whether
the Pre-IPO Company went public.
53. Similarly, in January 2021, Lacaj emailed to Karim Ibrahim a sales script with the file
name “THE BIBLE NEW.”  Among other misrepresentations, under the header “I Have Too
Many Brokers That Im [sic] Working With,” the script instructed sales agents to tell investors that
their interests were better served by StraightPath than any stockbrokers the investors were already
working with because “[a]s opposed to your stockbroker who charges you a 5% upfront fee, we
don’t charge you a single dollar of commissions until we turn you a profit.  So, if the stock goes up,
down, or sideways, it won’t make a difference to them because they already padded their pockets
with your hard-earned money.  We ONLY charge you fees based off of your profits, and if you
don’t turn a profit, we don’t charge you a single penny. [...] It shows you we’re confident and that

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both of our interests are aligned.  Trust me[,] we didn’t get to a $1.2b[illion] fund by not showing
our clients profits!!!”  In addition to the misrepresentation about not charging investors a penny
until the investor saw profits, StraightPath was also not a “$1.2b[illion] fund.”  Rather, the size of
the assets under management in the StraightPath Funds in aggregate was approximately one-third of
the claimed figure.  Karim Ibrahim then forwarded this script, as part of a “New Rep Starter Pack”
to members of Defendants’ unregistered sales force.
54. Based on the L&G sales calls, investors generally understood that they were paying
approximately the same price for Pre-IPO Shares that StraightPath paid to acquire them.  This
understanding was important to investors’ decisions to invest in the StraightPath Funds.  If investors
had known that StraightPath was acquiring the Pre-IPO Shares at substantially lower prices, at least
some StraightPath investors likely would not have invested with StraightPath at all.
55. Similarly, the representation by L&G’s sales force that StraightPath only made
money at the time of a profitable public listing by a Pre-IPO Company was important to investors.
56. The sales scripts Defendants distributed to their sales force and which the sales force
used to solicit prospective investors contained other misleading statements, including statements
falsely suggesting that Defendants (or StraightPath) employed fundamental analysis of the Pre-IPO
Companies (they did not), that they had connections to particular high-profile investment
professionals who had given them investment recommendations (they did not), and that they had
sold Pre-IPO Shares of specific Pre-IPO Companies prior to successful IPOs in the past (when they
had not sold Pre-IPO Shares of certain of those Pre-IPO Companies).
57. In addition to directing the boiler-room sales force, Defendants also communicated
directly with StraightPath investors.  Lacaj and Karim Ibrahim personally made material
misrepresentations directly to investors, including the misrepresentations about the purported lack
of upfront fees discussed above.

18

58. For instance, Lacaj successfully solicited one investor to invest in the StraightPath
Funds 10 times over the course of 2020 and 2021, with a total investment of almost $300,000, by,
among other things, suggesting to him that multiple Pre-IPO Companies were likely to list publicly
within a year—none of which has listed publicly even today—and would earn him multiples of his
investment.  Lacaj also falsely told this investor that StraightPath built in a small one-or-two-dollar
upfront fee to keep its operations running but otherwise derived all of its profits from the 20%
back-end commission earned in the event of a profitable public listing.
59. Karim Ibrahim similarly made material misrepresentations concerning upfront fees
directly to StraightPath investors.  In calls with investors, he—using the alias “Chris Hayes”—
misrepresented that StraightPath did not earn upfront fees.  Karim Ibrahim also used an email
address associated with his alias “Chris Hayes” to make similar misleading statements to investors.
D. StraightPath Offering Documents
60. After the sales calls, prospective investors in the StraightPath Funds were sent
offering documents, including private placement memoranda (“PPMs”) and subscription
agreements.  Defendants or their sales force often served as the intermediaries in distributing the
StraightPath offering documents to prospective investors.  In at least some instances, Defendants
themselves prepared the subscription agreements for the prospective investors.
61. The PPMs stated that StraightPath “may” charge a markup.  At the same time, the
subscription agreements stated that the amount of an investor’s contribution equaled the number of
Pre-IPO Shares the investor understood himself to be acquiring multiplied by the share price at
which the investor understood himself to be acquiring them.  Neither the offering documents nor
any related paperwork disclosed that a significant portion of every investment would be paid to
StraightPath and, in the case of L&G-solicited investors, personally to Defendants and their
unregistered sales force.

19

62. After an investment was made, StraightPath, or sometimes Defendants in the case of
L&G-solicited investments, would send the investor a confirmation “Welcome Letter” provided by
StraightPath stating that an investor’s contribution constituted a certain percentage interest in the
Series of the StraightPath Fund in which that investor had invested; that that Series owned a certain
number of Pre-IPO Shares of a Pre-IPO Company; and that, “[a]fter deduction of fees” (which the
Welcome Letters separately indicated were zero), the investor’s entire contribution “has been applied
to an investment in approximately [the relevant number of] underlying shares of common stock of
[a Pre-IPO Company] at a purchase price equivalent to” the price at which the investor understood
himself to be acquiring the Pre-IPO Shares.  These statements were false or misleading because
StraightPath had acquired the Pre-IPO Share interests at considerably lower prices than those at
which the investors were making their investments.
63. The Welcome Letters distributed by StraightPath or, at times, by Defendants, also
stated that certain fees described in the PPMs (management fee, expense fee, due diligence fee) had
not been applied to the investor’s contribution.  The Welcome Letters did not disclose the
substantial markups or upfront commissions.
64. While overseeing boiler-room sales agents misrepresenting the manner of their
compensation, personally in some cases making such misrepresentations, and transmitting
StraightPath documents that did the same, Defendants knew or recklessly disregarded that
StraightPath was charging a markup and using that markup to pay upfront sales commissions to its
sales network, including to Defendants themselves.
65. Among other things, Defendants knew that they were receiving upfront commission
payments from StraightPath because they requested such payments from StraightPath, received
millions of dollars from StraightPath in the L&G bank account unconnected to any public listing by
a Pre-IPO Company, and withdrew millions of dollars from L&G.

20

66. Defendants characterized the payments they were making to their sales force as
“commissions” in their own contemporaneous records, while simultaneously directing their sales
agents, as reflected in the sales scripts they distributed, to tell investors that there were no
commissions charged and that they, like the investors, only made money at the time of a profitable
public listing.
67. All three Defendants themselves also invested in the StraightPath Funds at prices
below those at which they were offering the same Pre-IPO shares to members of the investing
public.
II. DEFENDANTS DEFRAUDED THE LEGEND FUNDS AND THEIR
INVESTORS
A. Background:  Legend
68. Defendants set up Legend in September 2021, but it was not until February 2022—
at approximately the same time that StraightPath stopped soliciting new money from investors as a
result of the Commission staff’s investigation—that, in consultation with the principals of
StraightPath, Defendants transitioned their boiler-room sales force from selling interests in the
StraightPath Funds to selling interests in the Legend Funds.
69. Ultimately, in addition to setting up Legend, Defendants set up six Legend Fund
LLCs, selling interests in five of them.  Gogliormella’s and Lacaj’s names appeared on the corporate-
formation documents for Legend and its affiliated entities, along with Adam Ibrahim’s name, but it
was Karim Ibrahim, who operated in practice as the third Legend founder and partner and was
compensated as such.
70. At times, sales agents calling on behalf of Legend described Legend to prospective
investors as the new name for, or a new division of, StraightPath.
71. However, in addition to acting as brokers soliciting and facilitating investments in
securities as they did with StraightPath, Defendants also operated as investment advisers to the

21

Legend Funds by virtue of their ownership of Legend and their corresponding compensation for
providing advice to the Legend Funds regarding the advisability of investing in securities.
72. Legend’s business was the same as StraightPath’s, purporting to offer investors the
opportunity to invest in Pre-IPO Companies through the Legend Funds.  Defendants used offering
documents that were nearly identical to those used by StraightPath.  Indeed, the initial drafts of
certain of Legend’s disclosures were authored by one of the principals of StraightPath.
73. Like StraightPath, Legend characterized the interests it was selling as interests in
Series of a Legend Fund that would acquire Pre-IPO Shares, or interests in Pre-IPO Shares, of
particular Pre-IPO Companies.
74. From approximately February through October 2022, Legend raised more than $35
million from at least 319 investors in the Legend Funds located in 48 states and internationally.
75. With respect to Legend’s operations, Defendants had roles similar to those they
performed for L&G.
76. Gogliormella had primary responsibility for sourcing and acquiring interests in Pre-
IPO Shares for the sales operation to sell, and for determining the price at which to sell the
corresponding Legend Fund interests to investors.
77. Lacaj and Karim Ibrahim had primary responsibility for developing sales pitches and
training and supervising the sales force.
78. Lacaj and Karim Ibrahim also personally called prospective investors to solicit
investments in the Legend Funds.  Additionally, Karim Ibrahim compiled and distributed marketing
emails concerning the Pre-IPO Companies that had issued the Pre-IPO Shares in which Legend was
selling an economic interest.
79. Sometime after the Commission issued a subpoena for production of documents
related to Defendants’ conduct as described herein, Gogliormella told at least certain members of

22

Legend’s sales force that they should delete or destroy evidence of their activities on behalf of
Legend.
B. Legend Boiler Rooms
80. During the Legend Period, Defendants continued to operate at least two of the
boiler rooms located in lower Manhattan that they had been operating for StraightPath, which were
staffed by many of the same callers as in the StraightPath Period.
81. More than 45 unregistered sales agents conducted cold calls for Legend using lead
lists and the same sales scripts in a nearly identical manner as they had done for StraightPath.  The
sales scripts used by the Legend sales agents included those authored by Lacaj and Karim Ibrahim.
Lacaj also continued to conduct trainings on the use of sales scripts during the Legend Period.
82. As with StraightPath, at Defendants’ direction, Legend’s sales force told investors
that Legend only made money if the investors made money upon completion of a profitable public
offering.
83.  The sales scripts Defendants provided to the sales force in their Legend boiler
rooms were the very same scripts, including both Pre-IPO Company-specific pitches and “rebuttal”
scripts, that they provided to their sales force during the StraightPath Period and contained the same
misstatements that there were no upfront fees associated with investing in the Legend Funds.
84. These point-of-sale misrepresentations were consistent with statements on Legend’s
website, which was controlled by Defendants, including through their roles as principals of Legend.
The website stated that: “The Funds we work with DO NOT charge any upfront fees with this
transaction, the only costs involved are charged on the back end of the membership holdings after
there is some sort of liquidity event [a]t which time, there will be a 20% fee charged on any
profitable portion of your membership holdings, after your initial principle [sic] is recouped.”  The
Legend website stated in no uncertain terms: “No other fees will be assessed.”

23

85. Similarly, in response to a “Frequently Asked Question” of “How do you price the
shares?” Legend’s website stated that Legend “uses the last round of financing and expected IPO
range as a pricing guidepost,” along with other supply and demand factors, without mentioning that
Legend marked up shares to, among other things, make substantial upfront commission payments to
its principals and unregistered sales force.
86. Nowhere did Legend’s website, which was publicly available until June 2023 shortly
before the Commission brought the Legend Action, mention markups or the size or magnitude of
the markups Legend was charging.
87. Legend’s website’s domain registrar account was held in Lacaj’s name.  At least Lacaj
and Karim Ibrahim participated in the process of setting up the website, and the website link and/or
its content was circulated to each of the Defendants before Legend commenced business.
88. As in the StraightPath Period, the above-described statements concerning the
manner in which Legend was compensated were false because, over the course of the Legend
Period, Defendants withdrew over $12 million in investor funds spanning 96 separate withdrawals,
pocketing more than $9.3 million for themselves and transmitting more than $3.25 million to
Legend’s unregistered sales force, all without a single Pre-IPO Company they sold going public.
Legend’s own accounting documentation identified these payments as “commissions.”
89. As in the StraightPath Period, these commission payments were generated by the
markups Legend applied to its sales of Pre-IPO Share interests.  On average, Legend charged
investors between 46% and 105% more per Pre-IPO Company than it paid to acquire interests in
the underlying Pre-IPO Shares.
90. As described above with respect to StraightPath investors solicited by L&G, Legend
investors also generally understood that they were paying approximately the same price for Pre-IPO
Share interests that Legend paid to acquire interests in the Pre-IPO Shares.  This understanding was

24

important to those investors’ decisions to invest with Legend.  If investors had known that Legend
was in fact acquiring the Pre-IPO Share interests at substantially lower prices, at least some Legend
investors likely would not have invested with Legend at all.
91. Similarly, the representation by Legend’s sales force that Legend, like the investors
themselves, only made money at the time of a profitable public listing by a Pre-IPO Company was
important to investors.
92. Legend’s sales agents made other misrepresentations at Defendants’ direction,
including that particular Pre-IPO Companies were likely to go public in the near term resulting in
the doubling or tripling of the value of the associated Pre-IPO Shares and that Legend already
owned the Pre-IPO Share interests it was selling when it often did not, at least at the time of the
sale.
93. For instance, on October 3, 2022, almost five months after the Commission filed the
StraightPath Action, Karim Ibrahim scanned and emailed himself a copy of a Pre-IPO Company
pitch that closely resembled pitches used by L&G’s sales operation for StraightPath.  The company-
specific pitch stated that Legend had a “very limited amount of shares [of the Pre-IPO Company] at
a $12B[illion] valuation or $25 a share.”  The script directed the caller to pitch the prospective
investor on “put[ting] your name on 4000 units at $25 per share,” or a “cash outlay of $100
thousand dollars,” misleadingly suggesting that an investor’s entire solicited contribution of $100,000
would be applied to share acquisition and not to commissions.  In addition, just several weeks
before, the source of Legend’s interests in that Pre-IPO Company’s shares had informed
Gogliormella that it was offering Legend the shares “at approximately the Series E valuation of
$8B[illion]” (i.e., materially lower than the $12 billion valuation referenced in the script).
94. The script discussed in the preceding paragraph also stated that the Pre-IPO
Company was “planning to go public [in] Q1 2023 with a valuation as high as $50 billion,” which

25

“would put the stock at about $100 per share”; i.e., four times higher than the price at which the
applicable Pre-IPO share interests were being marketed to investors, but without any identifiable
basis for this representation.  To date, this Pre-IPO Company has still not gone public.
95. In addition to directing the boiler-room sales force, at least Lacaj and Karim Ibrahim
made misrepresentations concerning the purported lack of upfront fees directly to investors.  For
example, Lacaj signed a “fee structure” letter sent to a Legend investor that stated that “there are no
upfront fees” and “there is a 20% backend fee on profits only.”  Similarly, using his alias “Chris
Hayes,” Karim Ibrahim told a Legend investor that Legend only makes money through a 20% share
of an investor’s profits and did not charge any other fees.
C. Legend Offering Documents
96. Following the sales calls as described above, prospective Legend investors would
receive an email from Legend with hyperlinks to offering documents including a PPM and
subscription agreement.  The email showed the per-share price at which the Pre-IPO Share interests
were being offered, and attached the signature page of the subscription agreement, which showed
the amount the investor had agreed to invest as being equal to the number of shares multiplied by
the per-share price.
97. As with StraightPath, the Legend PPMs indicated that Legend “may” charge certain
fees, but Defendants communicated to investors through sales calls conducted by their sales force at
their direction, through Legend’s website, and through Welcome Letters that it was not charging any
of those fees or any upfront fees at all.
98. Until the Legend PPMs were revised in June 2023, as alleged below, like
StraightPath, the Legend PPMs also stated that Legend “may” charge a markup.  This statement was
false and misleading because, in practice, Legend always charged substantial markups of up to an
average of 105% on every sale.

26

99. The Legend PPMs also identified only Lacaj as the founder and managing member
of Legend, while concealing the roles as founders and managing members of Gogliormella and
Karim Ibrahim.  Karim Ibrahim further obscured his role at Legend by first using his “Chris Hayes”
alias, and then using his brother Adam Ibrahim’s name, as well as email addresses associated with
those names to conduct business for Legend, including for corresponding with investors.
Defendants were aware that Legend’s offering materials failed to disclose the involvement of
Gogliormella and Karim Ibrahim.  Lacaj was the only one of the Legend principals who did not
have customer complaints or regulatory action (in Karim Ibrahim’s case, a FINRA suspension for
fraudulent conduct) in his publicly available broker record.
100. Legend’s Welcome Letters, which were signed by Lacaj and distributed, at least in
some instances, by Karim Ibrahim, stated that, “[a]fter deduction of fees from your capital
contribution,” the entire amount invested “has been applied to an investment in approximately” the
number of Pre-IPO Shares the investor understood himself to be investing in “at a purchase price
equivalent” to the per-share price paid.  The Welcome Letters thus misleadingly conveyed that the
entire amount invested by the investor was going to buy shares, and not that investor funds were
used to compensate Defendants or their sales force.
101. Beginning on or about June 30, 2022, Legend created and, at least in some cases,
distributed revised PPMs.  By this time, Legend had already raised $26 million, or nearly three-
quarters of the total it would ultimately raise, from investors.  These revised PPMs stated that “we
are charging a markup,” which “will be used to pay expenses of the Fund and to provide
compensation to the individuals who oversee the management of the Fund.”  But Defendants did
not change Legend’s website or alter the sales pitches they knew were being used by their sales force
in their boiler rooms, which conveyed to investors that they were not paying any upfront fees and

27

would not be paying any fees or commissions until a Pre-IPO Company held a profitable public
listing.
102. While overseeing boiler-room callers misrepresenting the manner of their
compensation, sometimes personally making such misrepresentations, and transmitting Legend
documents that did the same, Defendants knew or recklessly disregarded that Legend was charging
markups and using those markups to pay upfront sales commissions to its sales force.  Defendants
knew that they were receiving upfront commissions because they were withdrawing millions of
dollars from the Legend bank account for personal use without any of the Pre-IPO Companies
Legend sold going public.
103. Defendants also took steps to conceal Legend’s markups of the prices at which Pre-
IPO Shares were offered to investors.  For example, in April 2022, in connection with Legend’s
acquisition of certain Pre-IPO Share interests, Gogliormella texted the individual sourcing the
interests for Legend to send him an email with the details of the number of share interests he was
purchasing, the price, and the wiring instructions.  When the individual replied that he would “[s]end
[the email] to the Operations email,” Gogliormella replied, “No!!!!!!!!  DO NOT SEND
ANYTHING TO OPERATIONS EMAIL,” adding, “Other people have access to the operations
email.  I do not want anything going to that email regarding pricing.  Only send to me” and “I just
can’t have anything [a]bout purchases and prices etc[.] in anyone’s hands but my own.”
104. Similarly, using an email in his brother Adam Ibrahim’s name, Karim Ibrahim sent
certain investors redacted purchase agreements that purportedly corroborated Legend’s actual
ownership of interests in the Pre-IPO Shares it was selling to investors, but redacted the prices at
which Legend had acquired them (as well as the name of the third-party fund through which Legend
had acquired interests in the Pre-IPO Shares).

28

105. The markups that Legend, at Defendants’ direction, applied to the prices investors
paid for interests in Pre-IPO Shares they sought to acquire through investing in the Legend Funds
also constituted principal transactions that, pursuant to Advisers Act Section 206(3), required notice
and written consent from the affected clients.
106. Legend, which Defendants owned, sold the Pre-IPO Shares it acquired to an
advisory client (i.e., one or more of the Legend Funds) as principal (i.e., for Legend’s own account),
and the vast majority of these markups flowed through Legend to its owners, the Defendants, each
of whom also served as investment advisers to the Legend Funds.
107. But Defendants never made or caused Legend to make the required disclosure of
these principal transactions or received the required written consent from the Legend Fund
investors.
III. DEFENDANTS VIOLATED THE SECURITIES OFFERING REGISTRATION
PROVISIONS
108. Securities Act Section 5 [15 U.S.C. § 77e] makes it unlawful for any person, directly
or indirectly, to offer or sell securities, unless a registration statement is filed with the Commission
and is in effect as to such offer or sale.
109. None of the Series interests sold by StraightPath or Legend were sold pursuant to a
registration statement filed with the Commission.
110. Defendants engaged in steps necessary to the distribution of interests in the
StraightPath and Legend Funds, including by soliciting investors and directing others to do so too.
111. StraightPath and Legend purported to offer the Series interests on the basis of
Rule 506(c) of Regulation D [17 C.F.R. § 230.506(c)], a Commission regulation that provides a safe-
harbor registration exemption under Securities Act Section 4(a)(2) for qualifying private offerings.
112. In order to qualify for the Rule 506(c) safe-harbor, all purchasers of the securities
sold must be “accredited investors”—that is, for example, individual investors who had a net worth

29

(with their spouse) of more than $1 million or annual income exceeding $200,000 or joint income
exceeding $300,000.  17 C.F.R. §§ 230.501(a)(5), (a)(6).  In addition, the issuer of the securities must
take reasonable steps to verify that the purchasers of the securities are accredited investors, which
may include reviewing documentation such as tax records and brokerage or bank account
statements.  17 C.F.R. § 230.506(c)(2)(ii).
113. Neither the StraightPath or Legend Funds, nor StraightPath, L&G, Legend, or
Defendants on their behalf, took reasonable steps with respect to the overwhelming majority of the
Series interests sold to investors.
114. The investments in the StraightPath and Legend Funds were solicited by
unregistered sales agents.
115. For these investors, StraightPath and Legend did little more than collect signed
purchaser questionnaires—that is, self-certifications—concerning whether the investor qualified as
an accredited investor.
116. StraightPath and Legend almost never verified these claims by collecting any of the
types of documents identified in Rule 506(c)(2)(ii).
IV. DEFENDANTS VIOLATED THE BROKER-DEALER REGISTRATION
PROVISIONS
117. Exchange Act Section 15(a)(1) makes it unlawful for any broker or dealer “to effect
any transaction in, or to induce or attempt to induce the purchase or sale of, any security” unless
such broker or dealer is registered with the Commission.  15 U.S.C. § 78o(a)(1).
118. Defendants violated these provisions by hiring, training, and running a vast sales
network to sell the Series interests, to which they paid commissions typically generated by the
undisclosed markups on the StraightPath or Legend Fund interests.

30

119. This sales network included more than 50 sales agents.  Many of the sales agents
worked in the boiler rooms for Defendants’ operations during both the StraightPath Period and the
Legend Period.
120. Many of these sales agents made cold calls to potential investors using lead lists and
sales scripts provided by Defendants.
121. The sales agents Defendants used were not licensed or associated with registered
brokerage firms.  In fact, certain of these sales agents previously had been permanently barred from
working as securities brokers by FINRA.
122. Defendants knew that the sales agents they recruited to sell securities for L&G and
Legend were not associated with a registered broker at the time of those sales because L&G and
Legend were not registered brokers.
123. Nevertheless, Defendants paid these unregistered sales agents upfront
commissions—that is, a percentage of the amounts of money they raised for the StraightPath and
Legend Funds.
124. Overall, during the StraightPath Period, Defendants paid more than $14.4 million in
commissions to these unregistered sales agents.  During the Legend Period, Legend, at Defendants’
direction, paid an additional more than $3.25 million in commissions to these unregistered sales
agents.
V. ADAM IBRAHIM RECEIVED ILL-GOTTEN GAINS
125. Adam Ibrahim received cash, interests in the StraightPath Funds, and Pre-IPO
Shares that either were, or were acquired with, proceeds of Karim Ibrahim’s above-described
misconduct.  Specifically, Adam Ibrahim received: (i) more than $480,000 in cash via at least 50
transfers from accounts associated with Karim Ibrahim between 2019 and 2022, which were funded
with investor proceeds; (ii) almost $550,000 in interests in the StraightPath Funds purchased in his

31

name with funds from an account associated with Karim Ibrahim that received Karim Ibrahim’s
proceeds of his StraightPath misconduct; and (iii) more than $800,000 in Pre-IPO Shares in his
brokerage account that represented compensation for Karim Ibrahim’s work for StraightPath.
126. Adam Ibrahim did not have a legitimate claim to these assets.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(Lacaj and Karim Ibrahim)

127. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10 and 18 through 104.
128. Lacaj and Karim Ibrahim, directly or indirectly, singly or in concert, in the offer or
sale of securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (i) knowingly or recklessly have employed one or more devices,
schemes, or artifices to defraud, (ii) knowingly, recklessly, or negligently have obtained money or
property by means of one or more untrue statements of a material fact or omissions of 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 (iii) knowingly, recklessly, or negligently have engaged in one or
more transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
129. By reason of the foregoing, Lacaj and Karim Ibrahim, directly or indirectly, singly or
in concert, have violated and, unless enjoined, will again violate Securities Act Section 17(a)
[15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Securities Act Sections 17(a)(1) and 17(a)(3)
(Gogliormella)

130. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10 and 18 through 104.

32

131. Gogliormella, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (i) knowingly or recklessly has employed one or more devices,
schemes, or artifices to defraud, and/or (ii) knowingly, recklessly, or negligently has engaged in one
or more transactions, practices, or courses of business which operated or would operate as a fraud
or deceit upon the purchaser.
132. By reason of the foregoing, Gogliormella, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and 17(a)(3)
[15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)].
THIRD CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Lacaj and Karim Ibrahim)

133. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10 and 18 through 104.
134. Lacaj and Karim Ibrahim, directly or indirectly, singly or in concert, in connection
with the purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or recklessly
have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one or more
untrue statements of a material fact or omitted to state one or more material facts necessary in order
to make the statements made, in light of the circumstances under which they were made, not
misleading, and/or (iii) engaged in one or more acts, practices, or courses of business which
operated or would operate as a fraud or deceit upon other persons.
135. By reason of the foregoing, Lacaj and Karim Ibrahim directly or indirectly, singly or
in concert, have 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. § 240.10(b)-5].

33

FOURTH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(a) and (c) Thereunder
(Gogliormella)

136. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10 and 18 through 104.
137. Gogliormella, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or
the mails, or the facilities of a national securities exchange, knowingly or recklessly has (i) employed
one or more devices, schemes, or artifices to defraud, and/or (ii) engaged in one or more acts,
practices, or courses of business which operated or would operate as a fraud or deceit upon other
persons.
138. By reason of the foregoing, Gogliormella directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a) and (c)].
FIFTH CLAIM FOR RELIEF
Control Person Liability for Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
(Gogliormella)

139. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10 and 18 through 104.
140. As alleged above, L&G and Legend violated Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
141. From June 2019 through February 2022, with the other Defendants, Gogliormella
controlled L&G, and, from February through October 2022, with the other Defendants, he
controlled Legend.  At all relevant times, Gogliormella was a culpable participant in the violations by
L&G and Legend of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder
[17 C.F.R. § 240.10b-5(b)].

34

142. By reason of the foregoing, Gogliormella is liable as a control person pursuant to
Exchange Act Section 20(a) for the violations by L&G and Legend of Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
SIXTH CLAIM FOR RELIEF
Advisers Act Sections 206(1) and (2)
(All Defendants)

143. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 25, and 68 through 104.
144. From at least February through October 2022, Defendants were investment advisers
under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] and had an adviser-client relationship
with and therefore owed a fiduciary duty to the Legend Funds.
145. From at least February through October 2022, while acting as investment advisers,
Defendants, by use of the mails or any means or instrumentality of interstate commerce, directly or
indirectly, have: (i) knowingly or recklessly employed one or more devices, schemes, or artifices to
defraud any client or prospective client, and/or (ii) knowingly, recklessly, or negligently engaged in
transactions, practices, or courses of business that operated as a fraud or deceit upon any client or
prospective client.
146. By reason of the foregoing, Defendants directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Advisers Act Section 206(1) and 206(2)
[15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
SEVENTH CLAIM FOR RELIEF
Advisers Act Section 206(3)
(All Defendants)

147. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 25, and 68 through 107.

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148. From at least February through October 2022, Defendants were investment advisers
under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] and had an adviser-client relationship
with and therefore owed a fiduciary duty to the Legend Funds.
149. From at least February through October 2022, while acting as investment advisers,
Defendants, by use of the mails or any means or instrumentality of interstate commerce, directly or
indirectly, have, acting as principal for their own account, knowingly sold securities to any client,
without disclosing to such client in writing before the completion of such transaction the capacity in
which they were acting and obtaining the consent of the client to such transaction.
150. By reason of the foregoing, Defendants directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Advisers Act Section 206(3) [15 U.S.C. § 80b-
6(3)].
EIGHTH CLAIM FOR RELIEF
Advisers Act Section 206(4) and Rule 206(4)-8 Thereunder
(All Defendants)

151. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 25, and 68 through 104.
152. From at least February through October 2022, Defendants were investment advisers
under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] and had an adviser-client relationship
with and therefore owed a fiduciary duty to the Legend Funds, which were pooled investment
vehicles as defined in Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8(b)].
153. From at least February through October 2022, while acting as investment advisers,
Defendants, by use of the mails or any means or instrumentality of interstate commerce, directly or
indirectly, knowingly, recklessly, or negligently (i) made one or more untrue statements of material
fact or omitted to state one or more material facts necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading, to any investor or

36

prospective investor in the pooled investment vehicle, and/or (ii) engaged in any act, practice, or
course of business which is fraudulent, deceptive, or manipulative, with respect to any investor or
prospective investor in the pooled investment vehicle.
154. By reason of the foregoing, Defendants directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Advisers Act Section 206(4) [15 U.S.C. § 80b-
6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
NINTH CLAIM FOR RELIEF
Violations of Securities Act Sections 5(a) and (c)
(All Defendants)

155. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 48, 57 through 81, 84 through 87, 95 through 101, and 108
through 116.
156. From at least June 2019 through October 2022, Defendants, directly or indirectly,
singly or in concert, and notwithstanding the fact that there was no applicable exemption: (i) made
use of the means or instruments of transportation or communication in interstate commerce or of
the mails to sell, through the use or medium of a prospectus or otherwise, securities as to which no
registration statement was in effect; (ii) for the purpose of delivery after sale, carried or caused to be
carried through the mails or in interstate commerce, by means or instruments of transportation,
securities as to which no registration statement was in effect; and/or (iii) made use of means or
instruments of transportation or communication in interstate commerce or of the mails to offer to
sell, through the use or medium of a prospectus or otherwise, securities as to which no registration
statement had been filed.
157. By reason of the foregoing, Defendants, directly or indirectly, have violated and,
unless enjoined, will again violate Securities Act Sections 5(a) and 5(c) [15 U.S.C. § 77e(a) and
77e(c)].

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TENTH CLAIM FOR RELIEF
Violations of Exchange Act Section 15(a)
(All Defendants)

158. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 104, and 117 through 124.
159. From at least June 2019 through October 2022, Defendants, while not registered
with the Commission as a broker or dealer or associated with a registered broker or dealer, made use
of the mails or other means or instrumentality of interstate commerce to effect transactions in, or to
induce or attempt to induce the purchase or sale of, securities other than exempted securities or
commercial paper, bankers’ acceptances, or commercial bills.
160. By reason of the foregoing, Defendants, directly or indirectly, violated and, unless
enjoined, will again violate Exchange Act Section 15(a)(1) [15 U.S.C. § 78o].
ELEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)
(All Defendants)

161. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10 and 18 through 104.
162. As alleged above, StraightPath, StraightPath Management, and Legend violated
Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
163. Defendants knowingly or recklessly provided substantial assistance to StraightPath,
StraightPath Management, and Legend with respect to their violations of Securities Act Section 17(a)
[15 U.S.C. § 77q(a)].
164. By reason of the foregoing, Defendants are liable for aiding and abetting
StraightPath’s, StraightPath Management’s, and Legend’s violations of Securities Act Section 17(a)
[15 U.S.C. § 77q(a)], and unless enjoined, will again aid and abet these violations.

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TWELFTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(All Defendants)
165. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10 and 18 through 104.
166. As alleged above, StraightPath, StraightPath Management, and Legend violated
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
167. Defendants knowingly or recklessly provided substantial assistance to StraightPath,
StraightPath Management, and Legend with respect to their violations of Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
168. By reason of the foregoing, Defendants are liable for aiding and abetting
StraightPath’s, StraightPath Management’s, and Legend’s violations of Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and unless enjoined, will
again aid and abet these violations.
THIRTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Advisers Act Section 206 and Rule 206(4)-8 Thereunder
(All Defendants)
169. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 25, and 68 through 104.
170. As alleged above, Legend violated Advisers Act Sections 206(1), 206(2), 206(3), and
206(4) [15 U.S.C. § 80b-6] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
171. Defendants knowingly or recklessly provided substantial assistance to Legend with
respect to its violations of Advisers Act Sections 206(1), 206(2), 206(3), and 206(4) [15 U.S.C. § 80b-
6] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
172. By reason of the foregoing, Defendants are liable for aiding and abetting Legend’s
violations of Advisers Act Sections 206(1), 206(2), 206(3), and 206(4) [15 U.S.C. § 80b-6] and

39

Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8], and unless enjoined, will again aid and abet
these violations.
FOURTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Sections 5(a) and 5(c)
(All Defendants)
173. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 48, 57 through 81, 84 through 87, and 95 through 101, and 108
through 116.
174. As alleged above, StraightPath, StraightPath Management, and Legend violated
Securities Act Sections 5(a) and 5(c) [15 U.S.C. § 77e].
175. Defendants knowingly or recklessly provided substantial assistance to StraightPath,
StraightPath Management, and Legend with respect to their violations of Securities Act Sections 5(a)
and 5(c) [15 U.S.C. § 77e].
176. By reason of the foregoing, Defendants are liable for aiding and abetting
StraightPath’s, StraightPath Management’s, and Legend’s violations of Securities Act Sections 5(a)
and 5(c) [15 U.S.C. § 77e], and unless enjoined, Defendants will again aid and abet these violations.
FIFTEENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 15(a)
(All Defendants)
177. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 10, 18 through 104, and 117 through 124.
178. As alleged above, StraightPath, StraightPath Management, and Legend violated
Exchange Act Section 15(a) [15 U.S.C. § 78o].
179. Defendants knowingly or recklessly provided substantial assistance to StraightPath,
StraightPath Management, and Legend with respect to their violations of Exchange Act Section
15(a) [15 U.S.C. § 78o].

40

180. By reason of the foregoing, Defendants are liable for aiding and abetting
StraightPath’s, StraightPath Management’s, and Legend’s violations of Exchange Act Section 15(a)
[15 U.S.C. § 78o], and unless enjoined, Defendants will again aid and abet these violations.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
 Permanently restraining and enjoining Defendants, their agents, servants, employees, and
attorneys and all persons in active concert or participation with any of them from violating, or aiding
and abetting violations of, directly or indirectly, Securities Act Sections 5(a), 5(c), and 17(a)
[15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Exchange Act Sections 10(b) and 15(a) [15 U.S.C. §§ 78j(b)
and 78o(a)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; and Advisers Act Sections 206(1),
206(2), 206(3), and 206(4) [15 U.S.C. §§ 80b-6(1), (2), (3), and (4)] and Rule 206(4)-8 thereunder
[17 C.F.R. § 275.206(4)-8];
II.
Ordering Defendants to disgorge the ill-gotten gains they received as a result of the
violations alleged herein and to pay prejudgment interest thereon pursuant to Exchange Act
Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
III.
Ordering Defendants to pay civil money penalties pursuant to Securities Act Section 20(d)
[15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], and Advisers Act
Section 209(e) [15 U.S.C. § 80b-9(e)];
IV.
 Ordering Relief Defendant Adam Ibrahim to pay, with prejudgment interest, all ill-gotten

41

gains by which he was unjustly enriched, under Exchange Act Section 21(d)(6)( [15 U.S.C.
§ 78u(d)(6)]; and
V.
 Granting any other and further relief this Court may deem just and proper.
Dated:  June 7, 2024
 New York, New York

/s/            Antonia            M.            Apps
ANTONIA M. APPS
REGIONAL DIRECTOR
Sheldon L. Pollock
Lee A. Greenwood
Steven G. Rawlings
Daniel Loss
Sushila Rao Pentapati
Suzanne M. Bettis
Joshua D. Tannen
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004
212-336-0410 (Rao Pentapati)
[email protected]

1 
 

ANTONIA M. APPS 
Regional Director 
Sheldon L. Pollock 
Lee A. Greenwood  
Steven G. Rawlings 
Daniel Loss  
Sushila Rao Pentapati 
Suzanne M. Bettis 
Joshua D. Tannen 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004-2616 
212-336-0410 (Rao Pentapati) 
[email protected]     
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 

SECURITIES AND EXCHANGE COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 

MARIO GOGLIORMELLA, 
STEVEN LACAJ, and 
KARIM IBRAHIM (a/k/a “CHRIS HAYES”),    
  
                                             Defendants, 
 
  -and- 
 
ADAM IBRAHIM, 
 
 Relief Defendant. 
 
 

 
 
COMPLAINT 

   
24 Civ. 4348 

 
   

JURY TRIAL DEMANDED 
  

 

 
Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendants Mario Gogliormella (“Gogliormella”), Steven Lacaj (“Lacaj”), and Karim Ibrahim 

(collectively, “Defendants”) and Relief Defendant Adam Ibrahim, alleges as follows: 

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SUMMARY 

1. For over three years, Defendants operated boiler rooms using a network of 

unregistered sales agents to conduct illegal, unregistered, and fraudulent offerings of securities, in the 

form of interests in investment vehicles that purportedly gave investors access to shares (“Pre-IPO 

Shares”) of private companies that were on the verge of “going public” (“Pre-IPO Companies”).  

Boiler rooms are call centers that typically use high-pressure sales tactics and intensive, high-volume 

sales campaigns to induce investors to buy securities, such as those at issue here. 

2. From approximately June 2019 to February 2022 (the “StraightPath Period”), 

Defendants and their unregistered sales force sold Pre-IPO Shares on behalf of StraightPath 

Venture Partners LLC (“StraightPath”) and raised at least $149 million from over 1,000 investors 

located around the country, including in this District, and internationally.  The Commission 

previously brought an emergency action alleging fraud, unregistered broker-dealer activity, and 

unregistered securities offerings against StraightPath and its principals.  See SEC v. StraightPath 

Venture Partners LLC, et al., No. 22-cv-3897 (LAK) (S.D.N.Y. May 13, 2022) (the “StraightPath 

Action”).   

3. Then, just as StraightPath was under the scrutiny of the Commission investigation 

that resulted in an enforcement action to shut down its operations, Defendants launched a new 

entity, Legend Venture Partners LLC (“Legend”), to rebrand their fraud.  From February through 

October 2022 (the “Legend Period,” and, collectively with the StraightPath Period, the “Relevant 

Period”), Defendants operated Legend and, together with their unregistered sales force, raised over 

$35 million from more than 300 investors around the country, including in this District, and 

internationally, a majority of whom had earlier invested with StraightPath.  The Commission 

previously brought an emergency action alleging fraud, unregistered broker-dealer activity, and 

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unregistered securities offerings against Legend.  See SEC v. Legend Venture Partners LLC, No. 23-cv-

5326 (LAK) (S.D.N.Y. June 22, 2023) (the “Legend Action”). 

4. Throughout the Relevant Period, Defendants procured more than $184 million in 

investor funds by fraud, including falsely leading investors to believe that StraightPath and Legend 

would only make money when investors did (upon a profitable public listing by one of the Pre-IPO 

Companies), and that investors would not pay any upfront fees or commissions.  In fact, though, 

investors paid exorbitant upfront markups on their investments, allowing Defendants and their sales 

force to pocket millions of dollars before investors made a dime. 

5. In exchange for their investments, StraightPath and Legend investors received 

interests in a subdivision (called a “Series”) of one of nine StraightPath investment funds (the 

“StraightPath Funds”) or one of five Legend investment funds (the “Legend Funds”), which were 

structured as limited liability companies (“LLCs”).  Defendants and their sales force told investors 

that each Series invested in Pre-IPO Shares of a particular Pre-IPO Company.  Defendants and their 

sales force pitched these Series interests as a way for retail investors to effectively own limited-

supply Pre-IPO Shares that could not yet be bought on a public stock exchange, and at prices 

purportedly lower than the current valuations and anticipated public listing prices of those shares.    

6. At Defendants’ direction, their sales force typically cold-called hundreds of investors 

daily.  Using sales scripts provided by Defendants, the unregistered sales agents told investors that 

StraightPath or Legend would charge only a 20% fee on back-end profits (if any) earned after the 

applicable Pre-IPO Company went public.  This led investors to believe that their interests were 

fully aligned with Defendants’ interests.  In fact, however, Defendants profited handsomely upfront, 

immediately pocketing tens of millions of dollars on their sales to investors through undisclosed 

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markups that averaged between 19% and 105% above the prices StraightPath or Legend had paid, 

or would pay, for Pre-IPO Shares of the relevant Pre-IPO Companies.1 

7. During the Relevant Period, Defendants and their sales force pocketed for 

themselves more than $45 million in fees.  Specifically, during the StraightPath Period, Defendants 

raised at least $149 million from investors and, through their entity L&G Capital Corp. (“L&G”), 

received from StraightPath nearly $35 million in upfront commission payments, the vast majority of 

which they paid to their unregistered sales force (more than $14.4 million) or kept for themselves 

(more than $18.8 million).  Then, during the Legend Period, Defendants and their unregistered sales 

force raised another approximately $35.5 million from investors, out of which Defendants pocketed 

more than $9.3 million and separately paid their unregistered sales force more than $3.25 million, 

before any of the Pre-IPO Companies marketed by Legend went public (which not one has to date). 

8. Through their sales force, Defendants made additional misrepresentations to 

investors, such as falsely claiming that the investments they were pitching would double or triple in 

value through near-term public listings and overstating the research capabilities, industry 

connections, and track records of StraightPath and Legend.  In Legend’s offering documents, 

Defendants also concealed the involvement of Gogliormella and Karim Ibrahim, both of whom had 

been the subject of public customer complaints and the latter of whom had been suspended by the 

Financial Industry Regulatory Authority (“FINRA”) for having previously defrauded a customer. 

9. As a result of Defendants’ fraud, investors suffered substantial pecuniary harm.  

Investors expended significant funds acquiring interests in the StraightPath and Legend Funds based 

on the material misrepresentations alleged herein.  In many instances, the Pre-IPO Companies at 

issue have not gone public even years later.  As a result, many investors have recouped none of their 

 
1 Significantly, however, StraightPath did not obtain sufficient Pre-IPO Share interests to backstop all the interests in the 
StraightPath Funds that it sold to investors. 

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investments.  All the while, Defendants have used investor proceeds to fund lavish lifestyles and 

make many luxury purchases, including trips on private jets, Rolex and Audemars Piguet watches, 

Bentley and Rolls Royce cars, and luxury residences on Long Island and in Miami. 

10. In connection with their fraudulent scheme, Defendants also violated the securities 

and broker-dealer registration provisions of the federal securities laws.  Specifically, none of the 

offers or sales of interests in the StraightPath Funds or Legend Funds were registered with the 

Commission and no exemption applied.  Furthermore, Defendants and their sales force, all of 

whom received transaction-based compensation, acted as brokers without being registered as 

broker-dealers or associated with registered broker-dealers. 

VIOLATIONS 

11. By virtue of the foregoing conduct and as alleged further herein, Defendants have 

violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. 

§§ 77e(a), 77e(c), and 77q(a)], Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. §§ 78j(b) and 78o(a)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-

5]; and, with respect to the Legend Period, Sections 206(1), 206(2), 206(3), and 206(4) of the 

Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1), (2), (3), and (4)] and 

Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]; Gogliormella is liable as a control person for 

the violations by L&G and Legend of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rule  10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]; and Defendants have aided and abetted 

violations by StraightPath, StraightPath Management LLC, and Legend of Securities Act Sections 

5(a), 5(c), and 17(a) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Exchange Act Sections 10(b) and 15(a) 

[15 U.S.C. §§ 78j(b) and 78o(a)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; and, with 

respect to Legend, Advisers Act Sections 206(1), 206(2), 206(3), and 206(4) [15 U.S.C. §§ 80b-6(1), 

(2), (3), and (4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].   

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12. Unless Defendants are restrained and enjoined, they will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

13. The Commission brings this action pursuant to the authority conferred upon it by 

Securities Act Sections 20(b) and 20(d) [15 U.S.C. § 77t(b) and 77t(d)]; Exchange Act Section 21(d) 

[15 U.S.C. § 78u(d)]; and Advisers Act Sections 209(d) and 209(e) [15 U.S.C. §§ 80b-9(d) and 80b-

9(e)]. 

14. The Commission seeks a final judgment: (a) ordering permanent injunctive relief 

against Defendants; (b) ordering Defendants to disgorge the ill-gotten gains they received as a result 

of the violations alleged herein and to pay prejudgment interest thereon pursuant to Exchange Act 

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

(c) ordering Defendants to each pay a civil money penalty pursuant to Securities Act Section 20(d) 

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

Section 209 [15 U.S.C. § 80b-9]; (d) ordering Relief Defendant Adam Ibrahim to pay, with 

prejudgment interest, all ill-gotten gains by which he was unjustly enriched, pursuant to Exchange 

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

(e) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

15. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], and Advisers Act Section 214(a) 

[15 U.S.C. § 80b-14(a)]. 

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16. Defendants, directly and indirectly, have made use of the means or instrumentalities 

of interstate commerce or of the mails in connection with the transactions, acts, practices, and 

courses of business alleged herein. 

17. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], 

Exchange Act Section 27 [15 U.S.C. § 78aa], and Advisers Act Section 214 [15 U.S.C. § 80b-14].  

During the StraightPath Period, L&G’s primary office was in lower Manhattan, and, during the 

Legend Period, Legend’s primary office was also in lower Manhattan.  Additionally, certain acts, 

practices, transactions, and courses of business alleged in this Complaint occurred within this 

District, including calls and emails to prospective and actual investors and sales of interests in the 

StraightPath Funds to at least 30 investors, and in the Legend Funds to at least 10 investors, located 

in Manhattan and elsewhere in this District. 

DEFENDANTS 

18. Gogliormella, age 47, resides in Manhasset, NY.  Gogliormella was one of the 

founders and principals of L&G and Legend.  Between 1998 and 2019, Gogliormella was a 

registered broker at four different broker-dealers and held Series 7 and Series 63 licenses.  He has 

not been registered with the Commission as a broker since 2019.  Gogliormella has been the subject 

of at least five customer complaints from his time in the securities industry, which alleged churning 

(i.e., excessive trading of client brokerage assets for the purpose of generating commissions), 

unauthorized trading, and/or unsuitable investment recommendations.  In connection with the 

Commission staff’s investigation, Gogliormella declined to answer questions relating to StraightPath 

and Legend when subpoenaed to testify and instead invoked his Fifth Amendment privilege against 

self-incrimination.     

19. Lacaj, age 27, resides in New York, NY.  Lacaj was one of the founders and 

principals of L&G and Legend.  Between 2016 and 2019, Lacaj was a registered broker at three 

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different broker-dealers and held Series 7 and Series 63 licenses.  He has not been registered with the 

Commission as a broker since 2019.  In connection with the Commission staff’s investigation, Lacaj 

declined to answer questions relating to StraightPath and Legend when subpoenaed to testify and 

instead invoked his Fifth Amendment privilege against self-incrimination. 

20. Karim Ibrahim (a/k/a “Chris Hayes”), age 34, resides in Queens, NY.  Karim 

Ibrahim was also one of the founders and principals of L&G.  Although his brother Adam Ibrahim 

was listed as an owner of Legend on its corporate-formation documents, in reality, Karim Ibrahim 

was the third Legend founder and functioned as one of its principals.  Between 2011 and 2015, 

Karim Ibrahim was a registered broker at two different broker-dealers and held Series 7 and 

Series 63 licenses.  He has not been registered with the Commission as a broker since 2015.  From 

November 16, 2016, to November 20, 2018, Karim Ibrahim was suspended from association with 

any member of FINRA resulting from a determination by FINRA that he had committed fraud in 

the sale of interests in a securities firm for which he had worked.  Karim Ibrahim has been the 

subject of at least four customer complaints during his time in the securities industry, which alleged 

fraud, churning, unauthorized trading, and/or unsuitable investment recommendations.  During the 

Relevant Period, Karim Ibrahim at times communicated with investors in the StraightPath Funds 

and the Legend Funds using the alias “Chris Hayes.”  During the Legend Period, Karim Ibrahim 

also communicated with Legend investors using his brother Adam Ibrahim’s name.  In connection 

with the Commission staff’s investigation, Karim Ibrahim declined to answer questions relating to 

StraightPath and Legend when subpoenaed to testify and instead invoked his Fifth Amendment 

privilege against self-incrimination. 

RELIEF DEFENDANT 

21. Adam Ibrahim, age 31, resides in Queens, NY.  He is the brother of Karim 

Ibrahim.  From 2019 through 2022, Adam Ibrahim received cash, interests in the StraightPath 

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Funds, and Pre-IPO Shares totaling more than $1.8 million, which constituted or were acquired with 

proceeds Karim Ibrahim earned from his misconduct as alleged herein.  Along with Gogliormella 

and Lacaj, Adam Ibrahim’s name appeared on Legend’s corporate-formation documents, but it was 

Karim Ibrahim who acted as Legend’s third principal. 

OTHER RELEVANT ENTITIES 

22. StraightPath is a Delaware LLC incorporated on May 11, 2017, which owned and 

managed the StraightPath Funds.  From 2017 until mid-2021, its office was in Manhattan; in mid-

2021, it moved its office to Jupiter, Florida.  It has never been registered with the Commission in 

any capacity.  Since June 14, 2022, it has been in receivership as a result of the StraightPath Action. 

23. StraightPath Management LLC (“StraightPath Management”) is a Delaware LLC 

incorporated on May 11, 2017, which served as investment adviser to the StraightPath Funds and as 

managing member of StraightPath.  StraightPath Management’s office was also in Manhattan until 

mid-2021 before moving to Jupiter, Florida.  It is an SEC-registered exempt reporting adviser.  Since 

June 14, 2022, it has been in receivership as a result of the StraightPath Action.   

24. L&G was a New York corporation incorporated on May 31, 2019, and voluntarily 

dissolved on December 20, 2023, that had its principal place of business in New York, NY.  From 

2019 until 2022, its office was in Manhattan, and its principals directed boiler rooms in at least 

Manhattan and Boca Raton, Florida.  L&G was the entity through which Defendants received 

commission payments from StraightPath and paid their unregistered sales force. 

25. Legend is a Delaware LLC formed on September 1, 2021, with its principal place of 

business in New York, NY.  From February through October 2022, Legend acted as investment 

adviser to the Legend Funds.  It has never been registered with the Commission.  Since July 7, 2023, 

it has been in receivership as a result of the Legend Action. 

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FACTS 

I. DEFENDANTS DEFRAUDED INVESTORS IN SELLING INTERESTS IN 
THE STRAIGHTPATH FUNDS 

A. Background:  StraightPath 

26. StraightPath was founded in 2017.  Its business model was to acquire Pre-IPO 

Shares or interests in Pre-IPO Shares and to sell to investors interests in LLCs (i.e., the StraightPath 

Funds) that purportedly owned the Pre-IPO Shares or interests therein. 

27. Pre-IPO Shares are often held by early-stage investors and private company 

employees and their family members and are not typically widely available to the investing public, 

including because they are not listed on a national securities exchange.  They are typically attractive 

to investors due to the potential for high returns in the event the company does make a public 

offering and there is high demand for its shares, allowing the shares to be sold at substantial profits. 

28. Investment advisers such as StraightPath Management and Legend and their 

associated sales forces purport to make these sought-after investments accessible to individual 

members of the investing public at supposedly favorable prices. 

29. The StraightPath offering documents described how different “Series” within each 

StraightPath Fund were designed to invest in shares of a single Pre-IPO Company.  For example, a 

Series of “StraightPath Fund 1” purportedly owned Pre-IPO Shares of a particular Pre-IPO 

Company (“Company A”).  Thus, at least according to the offering documents, an investor in a 

Company A Series of StraightPath Fund 1 would own a proportionate interest in the Pre-IPO 

Shares of Company A owned by that Series of that Fund.  

30. From approximately November 2017 to February 2022, StraightPath raised at least 

$410 million by selling interests in nine StraightPath Funds to more than 2,200 investors in nearly 

every U.S. state and internationally.  StraightPath acquired the Pre-IPO Shares (or interests therein) 

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and sold them to investors, while StraightPath Management was the investment adviser to each of 

the StraightPath Funds. 

31. StraightPath, StraightPath Management, their principals, and their associated sales 

force defrauded investors in the StraightPath Funds in multiple respects, including, as Defendants 

themselves also did, by misrepresenting that StraightPath did not charge upfront fees when in fact 

StraightPath marked up the price of Pre-IPO Shares in order to pay large upfront commissions to its 

principals and their sales force.  Among other things: 

a. the StraightPath Funds’ offering documents, created by StraightPath and 

StraightPath Management through their principals, stated that StraightPath “may” 

charge a markup on Pre-IPO Shares, when in reality it charged a substantial markup 

on every sale;  

b. StraightPath’s welcome letters indicated that StraightPath investors would not be 

charged upfront fees on their investments, when, again, investors were in fact 

charged a substantial portion of every contribution they made to pay undisclosed 

commissions to StraightPath, its principals, and its sales force; and 

c. StraightPath sales agents told investors on sales calls that they only made money in 

the event of a profitable Pre-IPO Company listing and there were no upfront fees. 

B. L&G 

32. Gogliormella and Lacaj formed L&G in May 2019 to sell interests in the StraightPath 

Funds.  Although Karim Ibrahim was not listed on L&G’s corporate-formation documents, he acted 

as a principal of the firm, including by sharing substantially in the firm’s profits and by exercising 

control over the firm by, among other things, overseeing its sales force. 

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33. Before setting up L&G, Defendants had overlapped as registered representatives at 

multiple broker-dealers.  Given their experience in the securities industry, they were familiar with the 

registration requirements to engage in brokerage activity. 

34. During the StraightPath Period, L&G received 152 payments from StraightPath 

totaling nearly $35 million, which Defendants transferred principally to accounts associated with 

either Gogliormella (more than $8.26 million), Lacaj (more than $5.23 million), or Karim Ibrahim 

(more than $5.16 million), or to pay transaction-based compensation to more than 50 unregistered 

sales agents (approximately $14.4 million).   

35. The payments from StraightPath to L&G represented “upfront” commissions, or 

monies paid at or around the time investors made investments in the StraightPath Funds, and prior 

to any public listing by the Pre-IPO Companies in whose Pre-IPO Shares investors understood 

themselves to be investing.  The purpose of these payments was to compensate Defendants and 

their unregistered sales force for soliciting the investments. 

36. For instance, on November 20, 2020, Gogliormella emailed a principal of 

StraightPath a spreadsheet entitled “LG BREAKDOWN TO SPVP NOV 20” that showed investor 

names, their investments, and the “total commission” due from StraightPath to L&G on those 

investments.  As of the date of the email, neither of the two Pre-IPO Companies listed on the 

spreadsheet had undertaken a public offering.  Yet, later that same day, StraightPath wired L&G the 

total commission amount of $289,613 reflected in the spreadsheet. 

37. The amounts paid by L&G to its unregistered sales agents varied depending on the 

sizes of the investments in the StraightPath Funds that the respective sales agents solicited. 

38. With respect to L&G’s operations, Gogliormella served as the primary point of 

contact between L&G and StraightPath, coordinating which Pre-IPO Companies’ shares L&G 

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would sell and at what price, as well as coordinating with StraightPath and its principals about any 

issues involving StraightPath investors solicited by L&G. 

39. Lacaj and Karim Ibrahim had primary responsibility for developing sales pitches and 

training and supervising sales agents, including, at least as to Lacaj, directing sales agents on what to 

say to prospective investors in particular scenarios.   

40. Defendants themselves also called investors to solicit investments in the StraightPath 

Funds. 

41. Karim Ibrahim also compiled and distributed marketing emails concerning the 

relevant Pre-IPO Companies and interfaced with trust companies through which L&G solicited 

investors to invest money held in retirement accounts.   

C. L&G’s Boiler Rooms 

42. Defendants sold interests in the StraightPath Funds by directing their sales force, 

which during the StraightPath Period worked out of at least two boiler rooms in lower Manhattan 

and a third boiler room in Boca Raton, Florida.  Defendants each had offices in at least one of the 

boiler rooms in lower Manhattan and were physically present there on a regular basis.   

43. The boiler rooms typically featured 20 or more sales agents, many in their early 20’s, 

who were directed by Defendants to use sales scripts and lead lists to cold-call hundreds of potential 

investors each day to earn commissions.  Sales agents pinned the scripts to the walls of their 

cubicles. 

 
  

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44. Below is an image of sales scripts pinned to the wall in an L&G boiler room: 

 
 

45. Defendants, directly or through intermediaries, distributed scripts to the sales agents.  

These included (i) Pre-IPO Company-specific pitches and (ii) “rebuttal” scripts (referred to as the 

“Bible”) that consisted of stock responses to anticipated questions or concerns raised by prospective 

investors.   

46. Lacaj and Karim Ibrahim authored some of the Company-specific and rebuttal 

scripts.  They also emailed scripts among themselves, including to and from an L&G email address 

used by all three Defendants, and to members of their sales force. 

47. At least sometimes at Gogliormella’s behest, sales agents in the Manhattan boiler 

rooms would attend morning training sessions—at times referred to as “boot camps”—on 

delivering the scripts as written and using high-pressure sales tactics to successfully solicit 

investments.  In at least some of these sessions, scripts would be distributed to agents, and agents 

would be made to conduct mock rehearsals of making investor pitches and rebutting anticipated 

investor concerns using these scripts.  Lacaj would typically take the lead at these trainings, and 

Gogliormella and Karim Ibrahim would also sometimes attend.   

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48. In addition to the substantial monetary incentives of earning transaction-based 

compensation upon closing sales to investors, Defendants also used a variety of hazing and bullying 

tactics against the unregistered sales agents in their boiler rooms.  For example, to motivate sales 

agents to increase productivity, Gogliormella used abusive or humiliating tactics that included 

obscene or vulgar acts.  On certain occasions, Gogliormella made sales agents wear tampons on 

their ears—ostensibly as a badge of dishonor—until the agents in question succeeded in opening 

new accounts. 

49. During the sales calls, L&G’s sales agents would typically tell investors that the 

relevant Pre-IPO Company was likely to go public “by the 3rd quarter of this year,” “in the 4th 

quarter of this year,” “before year’s end,” or on a similar near-term timeline and that a supposed 

existing valuation of that Pre-IPO Company was, on a per share basis, several multiples of the price 

at which StraightPath was offering the Pre-IPO Share interests to investors.  Defendants directed 

their sales agents to tell investors that investments would imminently double or triple in value 

without a reasonable basis to do so. 

50. The Company-specific sales pitches were also presented as an opportunity to invest 

via the StraightPath Funds directly in the Pre-IPO Shares of the particular Pre-IPO Company, not, 

as was the case at times, through a separate third-party fund that purported to hold the Pre-IPO 

Shares or interests in Pre-IPO Shares.   

51. As an illustrative example of a Company-specific sales pitch, in or around February 

2020, Karim Ibrahim drafted a pitch concerning a Pre-IPO Company, which, even as of today, has 

not gone public.  Among other misrepresentations, the pitch referenced nonexistent NDAs between 

L&G and the Pre-IPO Company, which had purportedly allowed L&G advance access to previously 

confidential information that, the script claimed, had provided a basis for the caller’s 

recommendation of that Pre-IPO Company.  The script then stated—without any identifiable 

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basis—that, at the price of $38 per share, “you really can’t help but to make $ especially w[ith] them 

set to go public in the 120’s by years[sic] end.”  It exhorted the investor to liquidate other holdings to 

invest in the Pre-IPO Company, because “on IPO day, your 10K shares would be worth 1.2 

[million] at a minimum, without accounting for the appreciation the stock…will show when it does 

go public.” 

52. At Defendants’ direction, sales agents would also tell prospective investors that the 

agents would only make money if the investors made money on a profitable public listing by one of 

the Pre-IPO Companies.  For instance, Defendants directed sales agents to use the set of rebuttal 

scripts they called the “Bible,” which included a scripted response under the header, “How do you 

make your money” instructing the agents to tell investors that “[t]here are no upfront costs or 

commissions to get involved in this investment.  The only fee associated with this purchase is 20% 

of just your profits. […] If the stock trades flat, we don’t get paid and this would be a waste of [my] 

and your time.”  These representations were false because, as Defendants knew, a portion of every 

investment was being used to compensate Defendants and their sales force regardless of whether 

the Pre-IPO Company went public. 

53. Similarly, in January 2021, Lacaj emailed to Karim Ibrahim a sales script with the file 

name “THE BIBLE NEW.”  Among other misrepresentations, under the header “I Have Too 

Many Brokers That Im [sic] Working With,” the script instructed sales agents to tell investors that 

their interests were better served by StraightPath than any stockbrokers the investors were already 

working with because “[a]s opposed to your stockbroker who charges you a 5% upfront fee, we 

don’t charge you a single dollar of commissions until we turn you a profit.  So, if the stock goes up, 

down, or sideways, it won’t make a difference to them because they already padded their pockets 

with your hard-earned money.  We ONLY charge you fees based off of your profits, and if you 

don’t turn a profit, we don’t charge you a single penny. […] It shows you we’re confident and that 

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both of our interests are aligned.  Trust me[,] we didn’t get to a $1.2b[illion] fund by not showing 

our clients profits!!!”  In addition to the misrepresentation about not charging investors a penny 

until the investor saw profits, StraightPath was also not a “$1.2b[illion] fund.”  Rather, the size of 

the assets under management in the StraightPath Funds in aggregate was approximately one-third of 

the claimed figure.  Karim Ibrahim then forwarded this script, as part of a “New Rep Starter Pack” 

to members of Defendants’ unregistered sales force.   

54. Based on the L&G sales calls, investors generally understood that they were paying 

approximately the same price for Pre-IPO Shares that StraightPath paid to acquire them.  This 

understanding was important to investors’ decisions to invest in the StraightPath Funds.  If investors 

had known that StraightPath was acquiring the Pre-IPO Shares at substantially lower prices, at least 

some StraightPath investors likely would not have invested with StraightPath at all. 

55. Similarly, the representation by L&G’s sales force that StraightPath only made 

money at the time of a profitable public listing by a Pre-IPO Company was important to investors. 

56. The sales scripts Defendants distributed to their sales force and which the sales force 

used to solicit prospective investors contained other misleading statements, including statements 

falsely suggesting that Defendants (or StraightPath) employed fundamental analysis of the Pre-IPO 

Companies (they did not), that they had connections to particular high-profile investment 

professionals who had given them investment recommendations (they did not), and that they had 

sold Pre-IPO Shares of specific Pre-IPO Companies prior to successful IPOs in the past (when they 

had not sold Pre-IPO Shares of certain of those Pre-IPO Companies). 

57. In addition to directing the boiler-room sales force, Defendants also communicated 

directly with StraightPath investors.  Lacaj and Karim Ibrahim personally made material 

misrepresentations directly to investors, including the misrepresentations about the purported lack 

of upfront fees discussed above.   

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58. For instance, Lacaj successfully solicited one investor to invest in the StraightPath 

Funds 10 times over the course of 2020 and 2021, with a total investment of almost $300,000, by, 

among other things, suggesting to him that multiple Pre-IPO Companies were likely to list publicly 

within a year—none of which has listed publicly even today—and would earn him multiples of his 

investment.  Lacaj also falsely told this investor that StraightPath built in a small one-or-two-dollar 

upfront fee to keep its operations running but otherwise derived all of its profits from the 20% 

back-end commission earned in the event of a profitable public listing. 

59. Karim Ibrahim similarly made material misrepresentations concerning upfront fees 

directly to StraightPath investors.  In calls with investors, he—using the alias “Chris Hayes”—

misrepresented that StraightPath did not earn upfront fees.  Karim Ibrahim also used an email 

address associated with his alias “Chris Hayes” to make similar misleading statements to investors.   

D. StraightPath Offering Documents 

60. After the sales calls, prospective investors in the StraightPath Funds were sent 

offering documents, including private placement memoranda (“PPMs”) and subscription 

agreements.  Defendants or their sales force often served as the intermediaries in distributing the 

StraightPath offering documents to prospective investors.  In at least some instances, Defendants 

themselves prepared the subscription agreements for the prospective investors.   

61. The PPMs stated that StraightPath “may” charge a markup.  At the same time, the 

subscription agreements stated that the amount of an investor’s contribution equaled the number of 

Pre-IPO Shares the investor understood himself to be acquiring multiplied by the share price at 

which the investor understood himself to be acquiring them.  Neither the offering documents nor 

any related paperwork disclosed that a significant portion of every investment would be paid to 

StraightPath and, in the case of L&G-solicited investors, personally to Defendants and their 

unregistered sales force.  

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62. After an investment was made, StraightPath, or sometimes Defendants in the case of 

L&G-solicited investments, would send the investor a confirmation “Welcome Letter” provided by 

StraightPath stating that an investor’s contribution constituted a certain percentage interest in the 

Series of the StraightPath Fund in which that investor had invested; that that Series owned a certain 

number of Pre-IPO Shares of a Pre-IPO Company; and that, “[a]fter deduction of fees” (which the 

Welcome Letters separately indicated were zero), the investor’s entire contribution “has been applied 

to an investment in approximately [the relevant number of] underlying shares of common stock of 

[a Pre-IPO Company] at a purchase price equivalent to” the price at which the investor understood 

himself to be acquiring the Pre-IPO Shares.  These statements were false or misleading because 

StraightPath had acquired the Pre-IPO Share interests at considerably lower prices than those at 

which the investors were making their investments. 

63. The Welcome Letters distributed by StraightPath or, at times, by Defendants, also 

stated that certain fees described in the PPMs (management fee, expense fee, due diligence fee) had 

not been applied to the investor’s contribution.  The Welcome Letters did not disclose the 

substantial markups or upfront commissions.   

64. While overseeing boiler-room sales agents misrepresenting the manner of their 

compensation, personally in some cases making such misrepresentations, and transmitting 

StraightPath documents that did the same, Defendants knew or recklessly disregarded that 

StraightPath was charging a markup and using that markup to pay upfront sales commissions to its 

sales network, including to Defendants themselves.   

65. Among other things, Defendants knew that they were receiving upfront commission 

payments from StraightPath because they requested such payments from StraightPath, received 

millions of dollars from StraightPath in the L&G bank account unconnected to any public listing by 

a Pre-IPO Company, and withdrew millions of dollars from L&G. 

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66. Defendants characterized the payments they were making to their sales force as 

“commissions” in their own contemporaneous records, while simultaneously directing their sales 

agents, as reflected in the sales scripts they distributed, to tell investors that there were no 

commissions charged and that they, like the investors, only made money at the time of a profitable 

public listing. 

67. All three Defendants themselves also invested in the StraightPath Funds at prices 

below those at which they were offering the same Pre-IPO shares to members of the investing 

public. 

II. DEFENDANTS DEFRAUDED THE LEGEND FUNDS AND THEIR 
INVESTORS 

A. Background:  Legend 

68. Defendants set up Legend in September 2021, but it was not until February 2022—

at approximately the same time that StraightPath stopped soliciting new money from investors as a 

result of the Commission staff’s investigation—that, in consultation with the principals of 

StraightPath, Defendants transitioned their boiler-room sales force from selling interests in the 

StraightPath Funds to selling interests in the Legend Funds.   

69. Ultimately, in addition to setting up Legend, Defendants set up six Legend Fund 

LLCs, selling interests in five of them.  Gogliormella’s and Lacaj’s names appeared on the corporate-

formation documents for Legend and its affiliated entities, along with Adam Ibrahim’s name, but it 

was Karim Ibrahim, who operated in practice as the third Legend founder and partner and was 

compensated as such. 

70. At times, sales agents calling on behalf of Legend described Legend to prospective 

investors as the new name for, or a new division of, StraightPath.   

71. However, in addition to acting as brokers soliciting and facilitating investments in 

securities as they did with StraightPath, Defendants also operated as investment advisers to the 

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Legend Funds by virtue of their ownership of Legend and their corresponding compensation for 

providing advice to the Legend Funds regarding the advisability of investing in securities.    

72. Legend’s business was the same as StraightPath’s, purporting to offer investors the 

opportunity to invest in Pre-IPO Companies through the Legend Funds.  Defendants used offering 

documents that were nearly identical to those used by StraightPath.  Indeed, the initial drafts of 

certain of Legend’s disclosures were authored by one of the principals of StraightPath.   

73. Like StraightPath, Legend characterized the interests it was selling as interests in 

Series of a Legend Fund that would acquire Pre-IPO Shares, or interests in Pre-IPO Shares, of 

particular Pre-IPO Companies. 

74. From approximately February through October 2022, Legend raised more than $35 

million from at least 319 investors in the Legend Funds located in 48 states and internationally. 

75. With respect to Legend’s operations, Defendants had roles similar to those they 

performed for L&G. 

76. Gogliormella had primary responsibility for sourcing and acquiring interests in Pre-

IPO Shares for the sales operation to sell, and for determining the price at which to sell the 

corresponding Legend Fund interests to investors.   

77. Lacaj and Karim Ibrahim had primary responsibility for developing sales pitches and 

training and supervising the sales force.   

78. Lacaj and Karim Ibrahim also personally called prospective investors to solicit 

investments in the Legend Funds.  Additionally, Karim Ibrahim compiled and distributed marketing 

emails concerning the Pre-IPO Companies that had issued the Pre-IPO Shares in which Legend was 

selling an economic interest. 

79. Sometime after the Commission issued a subpoena for production of documents 

related to Defendants’ conduct as described herein, Gogliormella told at least certain members of 

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Legend’s sales force that they should delete or destroy evidence of their activities on behalf of 

Legend. 

B. Legend Boiler Rooms 

80. During the Legend Period, Defendants continued to operate at least two of the 

boiler rooms located in lower Manhattan that they had been operating for StraightPath, which were 

staffed by many of the same callers as in the StraightPath Period. 

81. More than 45 unregistered sales agents conducted cold calls for Legend using lead 

lists and the same sales scripts in a nearly identical manner as they had done for StraightPath.  The 

sales scripts used by the Legend sales agents included those authored by Lacaj and Karim Ibrahim.  

Lacaj also continued to conduct trainings on the use of sales scripts during the Legend Period.   

82. As with StraightPath, at Defendants’ direction, Legend’s sales force told investors 

that Legend only made money if the investors made money upon completion of a profitable public 

offering.   

83.  The sales scripts Defendants provided to the sales force in their Legend boiler 

rooms were the very same scripts, including both Pre-IPO Company-specific pitches and “rebuttal” 

scripts, that they provided to their sales force during the StraightPath Period and contained the same 

misstatements that there were no upfront fees associated with investing in the Legend Funds. 

84. These point-of-sale misrepresentations were consistent with statements on Legend’s 

website, which was controlled by Defendants, including through their roles as principals of Legend.  

The website stated that: “The Funds we work with DO NOT charge any upfront fees with this 

transaction, the only costs involved are charged on the back end of the membership holdings after 

there is some sort of liquidity event [a]t which time, there will be a 20% fee charged on any 

profitable portion of your membership holdings, after your initial principle [sic] is recouped.”  The 

Legend website stated in no uncertain terms: “No other fees will be assessed.”  

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85. Similarly, in response to a “Frequently Asked Question” of “How do you price the 

shares?” Legend’s website stated that Legend “uses the last round of financing and expected IPO 

range as a pricing guidepost,” along with other supply and demand factors, without mentioning that 

Legend marked up shares to, among other things, make substantial upfront commission payments to 

its principals and unregistered sales force.   

86. Nowhere did Legend’s website, which was publicly available until June 2023 shortly 

before the Commission brought the Legend Action, mention markups or the size or magnitude of 

the markups Legend was charging. 

87. Legend’s website’s domain registrar account was held in Lacaj’s name.  At least Lacaj 

and Karim Ibrahim participated in the process of setting up the website, and the website link and/or 

its content was circulated to each of the Defendants before Legend commenced business.   

88. As in the StraightPath Period, the above-described statements concerning the 

manner in which Legend was compensated were false because, over the course of the Legend 

Period, Defendants withdrew over $12 million in investor funds spanning 96 separate withdrawals, 

pocketing more than $9.3 million for themselves and transmitting more than $3.25 million to 

Legend’s unregistered sales force, all without a single Pre-IPO Company they sold going public.  

Legend’s own accounting documentation identified these payments as “commissions.”   

89. As in the StraightPath Period, these commission payments were generated by the 

markups Legend applied to its sales of Pre-IPO Share interests.  On average, Legend charged 

investors between 46% and 105% more per Pre-IPO Company than it paid to acquire interests in 

the underlying Pre-IPO Shares.  

90. As described above with respect to StraightPath investors solicited by L&G, Legend 

investors also generally understood that they were paying approximately the same price for Pre-IPO 

Share interests that Legend paid to acquire interests in the Pre-IPO Shares.  This understanding was 

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important to those investors’ decisions to invest with Legend.  If investors had known that Legend 

was in fact acquiring the Pre-IPO Share interests at substantially lower prices, at least some Legend 

investors likely would not have invested with Legend at all. 

91. Similarly, the representation by Legend’s sales force that Legend, like the investors 

themselves, only made money at the time of a profitable public listing by a Pre-IPO Company was 

important to investors. 

92. Legend’s sales agents made other misrepresentations at Defendants’ direction, 

including that particular Pre-IPO Companies were likely to go public in the near term resulting in 

the doubling or tripling of the value of the associated Pre-IPO Shares and that Legend already 

owned the Pre-IPO Share interests it was selling when it often did not, at least at the time of the 

sale. 

93. For instance, on October 3, 2022, almost five months after the Commission filed the 

StraightPath Action, Karim Ibrahim scanned and emailed himself a copy of a Pre-IPO Company 

pitch that closely resembled pitches used by L&G’s sales operation for StraightPath.  The company-

specific pitch stated that Legend had a “very limited amount of shares [of the Pre-IPO Company] at 

a $12B[illion] valuation or $25 a share.”  The script directed the caller to pitch the prospective 

investor on “put[ting] your name on 4000 units at $25 per share,” or a “cash outlay of $100 

thousand dollars,” misleadingly suggesting that an investor’s entire solicited contribution of $100,000 

would be applied to share acquisition and not to commissions.  In addition, just several weeks 

before, the source of Legend’s interests in that Pre-IPO Company’s shares had informed 

Gogliormella that it was offering Legend the shares “at approximately the Series E valuation of 

$8B[illion]” (i.e., materially lower than the $12 billion valuation referenced in the script).   

94. The script discussed in the preceding paragraph also stated that the Pre-IPO 

Company was “planning to go public [in] Q1 2023 with a valuation as high as $50 billion,” which 

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“would put the stock at about $100 per share”; i.e., four times higher than the price at which the 

applicable Pre-IPO share interests were being marketed to investors, but without any identifiable 

basis for this representation.  To date, this Pre-IPO Company has still not gone public.     

95. In addition to directing the boiler-room sales force, at least Lacaj and Karim Ibrahim 

made misrepresentations concerning the purported lack of upfront fees directly to investors.  For 

example, Lacaj signed a “fee structure” letter sent to a Legend investor that stated that “there are no 

upfront fees” and “there is a 20% backend fee on profits only.”  Similarly, using his alias “Chris 

Hayes,” Karim Ibrahim told a Legend investor that Legend only makes money through a 20% share 

of an investor’s profits and did not charge any other fees.   

C. Legend Offering Documents 

96. Following the sales calls as described above, prospective Legend investors would 

receive an email from Legend with hyperlinks to offering documents including a PPM and 

subscription agreement.  The email showed the per-share price at which the Pre-IPO Share interests 

were being offered, and attached the signature page of the subscription agreement, which showed 

the amount the investor had agreed to invest as being equal to the number of shares multiplied by 

the per-share price.     

97. As with StraightPath, the Legend PPMs indicated that Legend “may” charge certain 

fees, but Defendants communicated to investors through sales calls conducted by their sales force at 

their direction, through Legend’s website, and through Welcome Letters that it was not charging any 

of those fees or any upfront fees at all. 

98. Until the Legend PPMs were revised in June 2023, as alleged below, like 

StraightPath, the Legend PPMs also stated that Legend “may” charge a markup.  This statement was 

false and misleading because, in practice, Legend always charged substantial markups of up to an 

average of 105% on every sale.   

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99. The Legend PPMs also identified only Lacaj as the founder and managing member 

of Legend, while concealing the roles as founders and managing members of Gogliormella and 

Karim Ibrahim.  Karim Ibrahim further obscured his role at Legend by first using his “Chris Hayes” 

alias, and then using his brother Adam Ibrahim’s name, as well as email addresses associated with 

those names to conduct business for Legend, including for corresponding with investors.  

Defendants were aware that Legend’s offering materials failed to disclose the involvement of 

Gogliormella and Karim Ibrahim.  Lacaj was the only one of the Legend principals who did not 

have customer complaints or regulatory action (in Karim Ibrahim’s case, a FINRA suspension for 

fraudulent conduct) in his publicly available broker record. 

100. Legend’s Welcome Letters, which were signed by Lacaj and distributed, at least in 

some instances, by Karim Ibrahim, stated that, “[a]fter deduction of fees from your capital 

contribution,” the entire amount invested “has been applied to an investment in approximately” the 

number of Pre-IPO Shares the investor understood himself to be investing in “at a purchase price 

equivalent” to the per-share price paid.  The Welcome Letters thus misleadingly conveyed that the 

entire amount invested by the investor was going to buy shares, and not that investor funds were 

used to compensate Defendants or their sales force. 

101. Beginning on or about June 30, 2022, Legend created and, at least in some cases, 

distributed revised PPMs.  By this time, Legend had already raised $26 million, or nearly three-

quarters of the total it would ultimately raise, from investors.  These revised PPMs stated that “we 

are charging a markup,” which “will be used to pay expenses of the Fund and to provide 

compensation to the individuals who oversee the management of the Fund.”  But Defendants did 

not change Legend’s website or alter the sales pitches they knew were being used by their sales force 

in their boiler rooms, which conveyed to investors that they were not paying any upfront fees and 

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would not be paying any fees or commissions until a Pre-IPO Company held a profitable public 

listing. 

102. While overseeing boiler-room callers misrepresenting the manner of their 

compensation, sometimes personally making such misrepresentations, and transmitting Legend 

documents that did the same, Defendants knew or recklessly disregarded that Legend was charging 

markups and using those markups to pay upfront sales commissions to its sales force.  Defendants 

knew that they were receiving upfront commissions because they were withdrawing millions of 

dollars from the Legend bank account for personal use without any of the Pre-IPO Companies 

Legend sold going public.  

103. Defendants also took steps to conceal Legend’s markups of the prices at which Pre-

IPO Shares were offered to investors.  For example, in April 2022, in connection with Legend’s 

acquisition of certain Pre-IPO Share interests, Gogliormella texted the individual sourcing the 

interests for Legend to send him an email with the details of the number of share interests he was 

purchasing, the price, and the wiring instructions.  When the individual replied that he would “[s]end 

[the email] to the Operations email,” Gogliormella replied, “No!!!!!!!!  DO NOT SEND 

ANYTHING TO OPERATIONS EMAIL,” adding, “Other people have access to the operations 

email.  I do not want anything going to that email regarding pricing.  Only send to me” and “I just 

can’t have anything [a]bout purchases and prices etc[.] in anyone’s hands but my own.”     

104. Similarly, using an email in his brother Adam Ibrahim’s name, Karim Ibrahim sent 

certain investors redacted purchase agreements that purportedly corroborated Legend’s actual 

ownership of interests in the Pre-IPO Shares it was selling to investors, but redacted the prices at 

which Legend had acquired them (as well as the name of the third-party fund through which Legend 

had acquired interests in the Pre-IPO Shares).   

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105. The markups that Legend, at Defendants’ direction, applied to the prices investors 

paid for interests in Pre-IPO Shares they sought to acquire through investing in the Legend Funds 

also constituted principal transactions that, pursuant to Advisers Act Section 206(3), required notice 

and written consent from the affected clients.   

106. Legend, which Defendants owned, sold the Pre-IPO Shares it acquired to an 

advisory client (i.e., one or more of the Legend Funds) as principal (i.e., for Legend’s own account), 

and the vast majority of these markups flowed through Legend to its owners, the Defendants, each 

of whom also served as investment advisers to the Legend Funds.   

107. But Defendants never made or caused Legend to make the required disclosure of 

these principal transactions or received the required written consent from the Legend Fund 

investors. 

III. DEFENDANTS VIOLATED THE SECURITIES OFFERING REGISTRATION 
PROVISIONS 

108. Securities Act Section 5 [15 U.S.C. § 77e] makes it unlawful for any person, directly 

or indirectly, to offer or sell securities, unless a registration statement is filed with the Commission 

and is in effect as to such offer or sale. 

109. None of the Series interests sold by StraightPath or Legend were sold pursuant to a 

registration statement filed with the Commission. 

110. Defendants engaged in steps necessary to the distribution of interests in the 

StraightPath and Legend Funds, including by soliciting investors and directing others to do so too. 

111. StraightPath and Legend purported to offer the Series interests on the basis of 

Rule 506(c) of Regulation D [17 C.F.R. § 230.506(c)], a Commission regulation that provides a safe-

harbor registration exemption under Securities Act Section 4(a)(2) for qualifying private offerings. 

112. In order to qualify for the Rule 506(c) safe-harbor, all purchasers of the securities 

sold must be “accredited investors”—that is, for example, individual investors who had a net worth 

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(with their spouse) of more than $1 million or annual income exceeding $200,000 or joint income 

exceeding $300,000.  17 C.F.R. §§ 230.501(a)(5), (a)(6).  In addition, the issuer of the securities must 

take reasonable steps to verify that the purchasers of the securities are accredited investors, which 

may include reviewing documentation such as tax records and brokerage or bank account 

statements.  17 C.F.R. § 230.506(c)(2)(ii). 

113. Neither the StraightPath or Legend Funds, nor StraightPath, L&G, Legend, or 

Defendants on their behalf, took reasonable steps with respect to the overwhelming majority of the 

Series interests sold to investors.  

114. The investments in the StraightPath and Legend Funds were solicited by 

unregistered sales agents. 

115. For these investors, StraightPath and Legend did little more than collect signed 

purchaser questionnaires—that is, self-certifications—concerning whether the investor qualified as 

an accredited investor. 

116. StraightPath and Legend almost never verified these claims by collecting any of the 

types of documents identified in Rule 506(c)(2)(ii). 

IV. DEFENDANTS VIOLATED THE BROKER-DEALER REGISTRATION 
PROVISIONS 

117. Exchange Act Section 15(a)(1) makes it unlawful for any broker or dealer “to effect 

any transaction in, or to induce or attempt to induce the purchase or sale of, any security” unless 

such broker or dealer is registered with the Commission.  15 U.S.C. § 78o(a)(1). 

118. Defendants violated these provisions by hiring, training, and running a vast sales 

network to sell the Series interests, to which they paid commissions typically generated by the 

undisclosed markups on the StraightPath or Legend Fund interests. 

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119. This sales network included more than 50 sales agents.  Many of the sales agents 

worked in the boiler rooms for Defendants’ operations during both the StraightPath Period and the 

Legend Period. 

120. Many of these sales agents made cold calls to potential investors using lead lists and 

sales scripts provided by Defendants. 

121. The sales agents Defendants used were not licensed or associated with registered 

brokerage firms.  In fact, certain of these sales agents previously had been permanently barred from 

working as securities brokers by FINRA. 

122. Defendants knew that the sales agents they recruited to sell securities for L&G and 

Legend were not associated with a registered broker at the time of those sales because L&G and 

Legend were not registered brokers. 

123. Nevertheless, Defendants paid these unregistered sales agents upfront 

commissions—that is, a percentage of the amounts of money they raised for the StraightPath and 

Legend Funds. 

124. Overall, during the StraightPath Period, Defendants paid more than $14.4 million in 

commissions to these unregistered sales agents.  During the Legend Period, Legend, at Defendants’ 

direction, paid an additional more than $3.25 million in commissions to these unregistered sales 

agents. 

V. ADAM IBRAHIM RECEIVED ILL-GOTTEN GAINS 

125. Adam Ibrahim received cash, interests in the StraightPath Funds, and Pre-IPO 

Shares that either were, or were acquired with, proceeds of Karim Ibrahim’s above-described 

misconduct.  Specifically, Adam Ibrahim received: (i) more than $480,000 in cash via at least 50 

transfers from accounts associated with Karim Ibrahim between 2019 and 2022, which were funded 

with investor proceeds; (ii) almost $550,000 in interests in the StraightPath Funds purchased in his 

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name with funds from an account associated with Karim Ibrahim that received Karim Ibrahim’s 

proceeds of his StraightPath misconduct; and (iii) more than $800,000 in Pre-IPO Shares in his 

brokerage account that represented compensation for Karim Ibrahim’s work for StraightPath.   

126. Adam Ibrahim did not have a legitimate claim to these assets. 

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a) 

(Lacaj and Karim Ibrahim) 
 

127. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10 and 18 through 104. 

128. Lacaj and Karim Ibrahim, directly or indirectly, singly or in concert, in the offer or 

sale of securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (i) knowingly or recklessly have employed one or more devices, 

schemes, or artifices to defraud, (ii) knowingly, recklessly, or negligently have obtained money or 

property by means of one or more untrue statements of a material fact or omissions of 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 (iii) knowingly, recklessly, or negligently have engaged in one or 

more transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon the purchaser. 

129. By reason of the foregoing, Lacaj and Karim Ibrahim, directly or indirectly, singly or 

in concert, have violated and, unless enjoined, will again violate Securities Act Section 17(a) 

[15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Securities Act Sections 17(a)(1) and 17(a)(3) 

(Gogliormella) 
 

130. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10 and 18 through 104. 

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131. Gogliormella, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (i) knowingly or recklessly has employed one or more devices, 

schemes, or artifices to defraud, and/or (ii) knowingly, recklessly, or negligently has engaged in one 

or more transactions, practices, or courses of business which operated or would operate as a fraud 

or deceit upon the purchaser. 

132. By reason of the foregoing, Gogliormella, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and 17(a)(3) 

[15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)]. 

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

(Lacaj and Karim Ibrahim) 
 

133. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10 and 18 through 104. 

134. Lacaj and Karim Ibrahim, directly or indirectly, singly or in concert, in connection 

with the purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or recklessly 

have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one or more 

untrue statements of a material fact or omitted to state one or more material facts necessary in order 

to make the statements made, in light of the circumstances under which they were made, not 

misleading, and/or (iii) engaged in one or more acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon other persons. 

135. By reason of the foregoing, Lacaj and Karim Ibrahim directly or indirectly, singly or 

in concert, have 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. § 240.10(b)-5]. 

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FOURTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5(a) and (c) Thereunder 

(Gogliormella) 
 

136. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10 and 18 through 104. 

137. Gogliormella, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or 

the mails, or the facilities of a national securities exchange, knowingly or recklessly has (i) employed 

one or more devices, schemes, or artifices to defraud, and/or (ii) engaged in one or more acts, 

practices, or courses of business which operated or would operate as a fraud or deceit upon other 

persons. 

138. By reason of the foregoing, Gogliormella directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

and Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a) and (c)]. 

FIFTH CLAIM FOR RELIEF 
Control Person Liability for Violations of Exchange Act Section 10(b) and Rule 10b-5(b) 

(Gogliormella) 
 

139. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10 and 18 through 104. 

140. As alleged above, L&G and Legend violated Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

141. From June 2019 through February 2022, with the other Defendants, Gogliormella 

controlled L&G, and, from February through October 2022, with the other Defendants, he 

controlled Legend.  At all relevant times, Gogliormella was a culpable participant in the violations by 

L&G and Legend of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder 

[17 C.F.R. § 240.10b-5(b)]. 

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142. By reason of the foregoing, Gogliormella is liable as a control person pursuant to 

Exchange Act Section 20(a) for the violations by L&G and Legend of Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].   

SIXTH CLAIM FOR RELIEF 
Advisers Act Sections 206(1) and (2)  

(All Defendants) 
 

143. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10, 18 through 25, and 68 through 104. 

144. From at least February through October 2022, Defendants were investment advisers 

under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] and had an adviser-client relationship 

with and therefore owed a fiduciary duty to the Legend Funds.   

145. From at least February through October 2022, while acting as investment advisers, 

Defendants, by use of the mails or any means or instrumentality of interstate commerce, directly or 

indirectly, have: (i) knowingly or recklessly employed one or more devices, schemes, or artifices to 

defraud any client or prospective client, and/or (ii) knowingly, recklessly, or negligently engaged in 

transactions, practices, or courses of business that operated as a fraud or deceit upon any client or 

prospective client. 

146. By reason of the foregoing, Defendants directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Advisers Act Section 206(1) and 206(2) 

[15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

SEVENTH CLAIM FOR RELIEF 
Advisers Act Section 206(3)  

(All Defendants) 
 

147. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10, 18 through 25, and 68 through 107. 

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148. From at least February through October 2022, Defendants were investment advisers 

under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] and had an adviser-client relationship 

with and therefore owed a fiduciary duty to the Legend Funds. 

149. From at least February through October 2022, while acting as investment advisers, 

Defendants, by use of the mails or any means or instrumentality of interstate commerce, directly or 

indirectly, have, acting as principal for their own account, knowingly sold securities to any client, 

without disclosing to such client in writing before the completion of such transaction the capacity in 

which they were acting and obtaining the consent of the client to such transaction. 

150. By reason of the foregoing, Defendants directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Advisers Act Section 206(3) [15 U.S.C. § 80b-

6(3)]. 

EIGHTH CLAIM FOR RELIEF 
Advisers Act Section 206(4) and Rule 206(4)-8 Thereunder  

(All Defendants) 
 

151. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10, 18 through 25, and 68 through 104. 

152. From at least February through October 2022, Defendants were investment advisers 

under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)] and had an adviser-client relationship 

with and therefore owed a fiduciary duty to the Legend Funds, which were pooled investment 

vehicles as defined in Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8(b)]. 

153. From at least February through October 2022, while acting as investment advisers, 

Defendants, by use of the mails or any means or instrumentality of interstate commerce, directly or 

indirectly, knowingly, recklessly, or negligently (i) made one or more untrue statements of material 

fact or omitted to state one or more material facts necessary in order to make the statements made, 

in light of the circumstances under which they were made, not misleading, to any investor or 

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prospective investor in the pooled investment vehicle, and/or (ii) engaged in any act, practice, or 

course of business which is fraudulent, deceptive, or manipulative, with respect to any investor or 

prospective investor in the pooled investment vehicle. 

154. By reason of the foregoing, Defendants directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Advisers Act Section 206(4) [15 U.S.C. § 80b-

6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

NINTH CLAIM FOR RELIEF 
Violations of Securities Act Sections 5(a) and (c) 

(All Defendants) 
 

155. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10, 18 through 48, 57 through 81, 84 through 87, 95 through 101, and 108 

through 116. 

156. From at least June 2019 through October 2022, Defendants, directly or indirectly, 

singly or in concert, and notwithstanding the fact that there was no applicable exemption: (i) made 

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

the mails to sell, through the use or medium of a prospectus or otherwise, securities as to which no 

registration statement was in effect; (ii) for the purpose of delivery after sale, carried or caused to be 

carried through the mails or in interstate commerce, by means or instruments of transportation, 

securities as to which no registration statement was in effect; and/or (iii) made use of means or 

instruments of transportation or communication in interstate commerce or of the mails to offer to 

sell, through the use or medium of a prospectus or otherwise, securities as to which no registration 

statement had been filed. 

157. By reason of the foregoing, Defendants, directly or indirectly, have violated and, 

unless enjoined, will again violate Securities Act Sections 5(a) and 5(c) [15 U.S.C. § 77e(a) and 

77e(c)]. 

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TENTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 15(a) 

(All Defendants) 
 

158. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10, 18 through 104, and 117 through 124. 

159. From at least June 2019 through October 2022, Defendants, while not registered 

with the Commission as a broker or dealer or associated with a registered broker or dealer, made use 

of the mails or other means or instrumentality of interstate commerce to effect transactions in, or to 

induce or attempt to induce the purchase or sale of, securities other than exempted securities or 

commercial paper, bankers’ acceptances, or commercial bills. 

160. By reason of the foregoing, Defendants, directly or indirectly, violated and, unless 

enjoined, will again violate Exchange Act Section 15(a)(1) [15 U.S.C. § 78o]. 

ELEVENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a) 

(All Defendants) 
 

161. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10 and 18 through 104. 

162. As alleged above, StraightPath, StraightPath Management, and Legend violated 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)].   

163. Defendants knowingly or recklessly provided substantial assistance to StraightPath, 

StraightPath Management, and Legend with respect to their violations of Securities Act Section 17(a) 

[15 U.S.C. § 77q(a)]. 

164. By reason of the foregoing, Defendants are liable for aiding and abetting 

StraightPath’s, StraightPath Management’s, and Legend’s violations of Securities Act Section 17(a) 

[15 U.S.C. § 77q(a)], and unless enjoined, will again aid and abet these violations. 

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TWELFTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(All Defendants) 

165. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10 and 18 through 104. 

166. As alleged above, StraightPath, StraightPath Management, and Legend violated 

Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

167. Defendants knowingly or recklessly provided substantial assistance to StraightPath, 

StraightPath Management, and Legend with respect to their violations of Exchange Act 

Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

168. By reason of the foregoing, Defendants are liable for aiding and abetting 

StraightPath’s, StraightPath Management’s, and Legend’s violations of Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and unless enjoined, will 

again aid and abet these violations. 

THIRTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Advisers Act Section 206 and Rule 206(4)-8 Thereunder 

(All Defendants) 

169. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10, 18 through 25, and 68 through 104. 

170. As alleged above, Legend violated Advisers Act Sections 206(1), 206(2), 206(3), and 

206(4) [15 U.S.C. § 80b-6] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].   

171. Defendants knowingly or recklessly provided substantial assistance to Legend with 

respect to its violations of Advisers Act Sections 206(1), 206(2), 206(3), and 206(4) [15 U.S.C. § 80b-

6] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

172. By reason of the foregoing, Defendants are liable for aiding and abetting Legend’s 

violations of Advisers Act Sections 206(1), 206(2), 206(3), and 206(4) [15 U.S.C. § 80b-6] and 

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Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8], and unless enjoined, will again aid and abet 

these violations. 

FOURTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Sections 5(a) and 5(c) 

(All Defendants) 

173. The Commission re-alleges and incorporates by reference here the allegations in  

paragraphs 1 through 10, 18 through 48, 57 through 81, 84 through 87, and 95 through 101, and 108 

through 116. 

174. As alleged above, StraightPath, StraightPath Management, and Legend violated 

Securities Act Sections 5(a) and 5(c) [15 U.S.C. § 77e]. 

175. Defendants knowingly or recklessly provided substantial assistance to StraightPath, 

StraightPath Management, and Legend with respect to their violations of Securities Act Sections 5(a) 

and 5(c) [15 U.S.C. § 77e]. 

176. By reason of the foregoing, Defendants are liable for aiding and abetting 

StraightPath’s, StraightPath Management’s, and Legend’s violations of Securities Act Sections 5(a) 

and 5(c) [15 U.S.C. § 77e], and unless enjoined, Defendants will again aid and abet these violations. 

FIFTEENTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 15(a)  

(All Defendants) 

177. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 10, 18 through 104, and 117 through 124. 

178. As alleged above, StraightPath, StraightPath Management, and Legend violated 

Exchange Act Section 15(a) [15 U.S.C. § 78o]. 

179. Defendants knowingly or recklessly provided substantial assistance to StraightPath, 

StraightPath Management, and Legend with respect to their violations of Exchange Act Section 

15(a) [15 U.S.C. § 78o]. 

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180. By reason of the foregoing, Defendants are liable for aiding and abetting 

StraightPath’s, StraightPath Management’s, and Legend’s violations of Exchange Act Section 15(a) 

[15 U.S.C. § 78o], and unless enjoined, Defendants will again aid and abet these violations. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

 Permanently restraining and enjoining Defendants, their agents, servants, employees, and 

attorneys and all persons in active concert or participation with any of them from violating, or aiding 

and abetting violations of, directly or indirectly, Securities Act Sections 5(a), 5(c), and 17(a) 

[15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Exchange Act Sections 10(b) and 15(a) [15 U.S.C. §§ 78j(b) 

and 78o(a)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; and Advisers Act Sections 206(1), 

206(2), 206(3), and 206(4) [15 U.S.C. §§ 80b-6(1), (2), (3), and (4)] and Rule 206(4)-8 thereunder 

[17 C.F.R. § 275.206(4)-8]; 

II. 

Ordering Defendants to disgorge the ill-gotten gains they received as a result of the 

violations alleged herein and to pay prejudgment interest thereon pursuant to Exchange Act 

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

III. 

Ordering Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) 

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

Section 209(e) [15 U.S.C. § 80b-9(e)];  

IV. 

 Ordering Relief Defendant Adam Ibrahim to pay, with prejudgment interest, all ill-gotten 

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gains by which he was unjustly enriched, under Exchange Act Section 21(d)(6)( [15 U.S.C. 

§ 78u(d)(6)]; and 

V. 

 Granting any other and further relief this Court may deem just and proper. 

Dated: June 7, 2024 
 New York, New York 
 

 
/s/ Antonia M. Apps       
ANTONIA M. APPS 
REGIONAL DIRECTOR  
Sheldon L. Pollock 
Lee A. Greenwood  
Steven G. Rawlings 
Daniel Loss 
Sushila Rao Pentapati 
Suzanne M. Bettis 
Joshua D. Tannen 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004 
212-336-0410 (Rao Pentapati) 
[email protected]  

Case 1:24-cv-04348   Document 1   Filed 06/07/24   Page 41 of 41