SEC v. RAYMOND J. PIRRELLO, JR.; MARCELLO FOLLANO; ROBERT CASSINO; ANTHONY DITUCCI; JOSEPH RIVERA; PRIOR 2 IPO INC., et al., No. 1:23-cv-08953, Eastern District of New York (Dec. 7, 2023) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Sheldon L. Pollock
Gerald A. Gross
Debra Jaroslawicz
Karen M. Lee
Zheng (Jane) He
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-0142 (Jaroslawicz)
[email protected]

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

                                             Plaintiff,

                        -against-

RAYMOND J. PIRRELLO, JR., MARCELLO
FOLLANO, ROBERT CASSINO, ANTHONY
DITUCCI, JOSEPH RIVERA, PRIOR 2 IPO INC.,
LATE STAGE ASSET MANAGEMENT, LLC, PRE
IPO MARKETING INC., and JL RIVERA
ENTERPRISES LTD.,

                                             Defendants.

COMPLAINT

23 Civ. _____ (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Raymond J. Pirrello, Jr. (“Pirrello”), Marcello Follano (“Follano”), Robert Cassino
(“Cassino”), Anthony DiTucci (“DiTucci”), Joseph Rivera (“Rivera”), Prior 2 IPO Inc.
(“Prior2IPO”), Late Stage Asset Management, LLC doing business as Late Stage Management
(“Late Stage Management”), Pre IPO Marketing Inc. (“Pre IPO Marketing”), and JL Rivera
Enterprises Ltd. (“JL Rivera Enterprises”) (collectively, “Defendants ”)  , alleges as follows:

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SUMMARY
1. Defendants used a network of unregistered sales agents to engage in unregistered
offerings of securities in investment vehicles that provided access to shares of private companies
that may hold an initial public offering (“Pre-IPO Companies”).  But, Defendants procured
investor funds by fraud, falsely telling investors that Defendants would only make money when
investors made money—by taking a portion of any profits made after the Pre-IPO Companies
went public—and that the investors would pay no upfront fees or commissions.  Contrary to these
representations, investors were charged exorbitant upfront markups on all investments, allowing
Defendants to pocket millions of dollars before investors made a dime.
2. From at least March 2019 to  July 2022, Defendants raised approximately $528
million from more than 4,000 investors located across the country, including in this District, and
internationally.  In exchange for their investments, investors received securities—interests in a
subsection (called a “Series”) of one of at least fifty private investment funds (the “Late Stage
Funds”).  Each Series invested in pre-IPO shares of specific Pre-IPO Companies (“Pre-IPO
Shares”).
3. Defendants used unregistered sales agents to sell the interests in Pre-IPO Shares
held by the Late Stage Funds.  Defendants and their affiliated unregistered sales agents solicited
investments in the Late Stage Funds as a way for investors to access Pre-IPO Shares without
paying upfront fees and commissions.
4. Through both written materials and their vast network of sales agents, Defendants
falsely told investors that there were no upfront fees and that they would only pay a fee in the form
of a percentage on profits (if any) earned on the back end, after the relevant Pre-IPO Companies
went public.
5. Contrary to these representations, however, Defendants earned handsome upfront

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profits from markups on the Pre-IPO Shares that, depending on the Pre-IPO Companies at issue,
were as high as 150% above the prices the Late Stage Funds paid for such shares.  In total,
Defendants paid themselves and Prior2IPO’s affiliated sales agents approximately $88.6 million in
undisclosed markups.
6. Defendants also concealed from investors the identity of Pirrello—the head of
Late Stage Funds’ affiliated salesforce.  In August 2019, a jury had found Pirrello liable for insider
trading in a Commission enforcement action and, in September 2019, the Commission barred
Pirrello from associating with brokerage firms and certain other types of firms in the securities
industry.
7. Additionally, Defendants violated the securities and broker-dealer registration
provisions of the federal securities laws.  First, none of the offers or sales of interests in the Late
Stage Funds were registered with the Commission and no exemption from registration applied to
these securities offerings because, among other reasons, Pirrello was barred from the brokerage
industry.  Second, Defendants and their sales agents, all of whom received transaction-based
compensation in the form of commissions, acted as brokers without being registered as broker-
dealers or associated with registered broker-dealers.
8. Finally, in violation of another provision of the federal securities laws, Pirrello
acted a broker despite a Commission order barring him from associating with a broker-dealer.
VIOLATIONS
9. By virtue of the foregoing conduct and as alleged further herein, Defendants 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 [17 C.F.R. § 240.10b-5]; Pirrello and Follano
aided and abetted the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management,

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Pre IPO Marketing, and JL Rivera Enterprises of Section 17(a) of the Securities Act [15 U.S.C.
§ 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R.
§ 240.10b-5], and the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management,
Pre IPO Marketing, and JL Rivera Enterprises of Section 15(a) of the Exchange Act [15 U.S.C.
§ 78o(a)]; Pirrello is liable as a control person for the violations by Cassino, DiTucci, Rivera,
Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Section 10(b)
of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]
pursuant to Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]; and Pirrello violated Section
15(b)(6)(B)(i) of the Exchange Act [15 U.S.C. § 78o(b)(6)(B)(i)].
10. 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
11. 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)], and Exchange Act Section
21(d) [15 U.S.C. § 78u(d)].
12. The Commission seeks a final judgment: (a) permanently enjoining Defendants from
violating the federal securities laws and rules this Complaint alleges they have violated, alleges they
have aided and abetting violations of, or alleges they are liable for violating as control persons;
(b) ordering  Pirrello to disgorge all ill-gotten gains he received as a result of the violations alleged
here 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 Follano to disgorge all ill-
gotten gains he received as a result of the violations alleged here 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),

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78u(d)(5), and 78u(d)(7)]; ( d) ordering Cassino,  DiTucci, and Pre IPO Marketing, jointly and
severally, to disgorge all ill-gotten gains they received as a result of the violations alleged here 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)]; ( e) ordering Rivera and JL Rivera
Enterprises, jointly and severally, to disgorge all ill-gotten gains they received as a result of the
violations alleged here 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)]; (f) ordering
Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)]
and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; ( g) permanently prohibiting Pirrello,
Follano, Cassino, DiTucci, and Rivera from serving as an officer or director of any company that
has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is
required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)]; and (h)   ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
13. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
14. 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.
15. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and
Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants worked with sales agents located in this
District, as well as nationwide, to solicit investors for the Late Stage Funds, including through Pre
IPO Marketing and JL Rivera Enterprises, which Cassino, DiTucci, and Rivera used to conduct the

6
business of these entities.  Additionally, certain acts, practices, transactions, and courses of business
alleged in this Complaint occurred within this District, including communications with prospective
investors in the Late Stage Funds, as well as sales of Series interests in the Late Stage Funds to
investors located in this District. Furthermore, Defendants Cassino, DiTucci, and Rivera live in this
District.
DEFENDANTS
16. Pirrello, age 47, resides in West Palm Beach, Florida, and Sparta, New Jersey.
Pirrello was the founder and owner of Prior2IPO.  From 1996 to 2016, Pirrello was a registered
representative associated with various broker-dealers registered with the Commission.  On August
14, 2019, Pirrello was found liable for insider trading, and on September 9, 2019, the court entered a
final judgment enjoining him from future violations of Sections 10(b) and 14(e) of the Exchange
Act, and Rules 10b-5 and 14e-3 thereunder.  Securities and Exchange Commission v. Thomas W.
Avent, Jr., et al., Case No. 1:16-cv  -02459 (WMR) (N.D. Ga).  On September 23, 2019, the
Commission barred Pirrello from associating with any broker, dealer, investment adviser, municipal
securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating
organization, and from participating in any offering of a penny stock.  Raymond J. Pirrello, Jr.,
Exchange Act Release No. 87044 (Sept. 23, 2019) (the “Order”).  From at least March 2019, Pirrello
was not licensed or registered with the Commission in any capacity.
17. Follano, age 38, resides in Hobe Sound, Florida, and Caldwell, New Jersey.  Follano
was the founder, Managing Partner, and President of Late Stage Management and of several Late
Stage Funds.  From 2006 to 2015, Follano was a registered representative associated with various
broker-dealers registered with the Commission.  From at least March 2019, Follano was not licensed
or registered with the Commission in any capacity.
18. Cassino, age 60, resides in Miller Place, New York.  Cassino was a co-owner of Pre

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IPO Marketing.  From 1993 to 2008, Cassino was a registered representative associated with various
broker-dealers registered with the Commission.  From at least March 2019, Cassino was not licensed
or registered with the Commission in any capacity.
19. DiTucci, age 31, resides in Great Neck, New York.  DiTucci was a co-owner of Pre
IPO Marketing.  From 2014 to 2016, DiTucci was a registered representative associated with various
broker-dealers registered with the Commission.  From at least March 2019, DiTucci was not
licensed or registered with the Commission in any capacity.
20. Rivera, age 44, resides in Elmont, New York.  Rivera owns JL Rivera Enterprises.
From 2000 to 2012, Rivera worked as a registered representative associated with various broker-
dealers registered with the Commission.  From at least March 2019, Rivera was not licensed or
registered with the Commission in any capacity.
21. Prior2IPO is a New Jersey corporation incorporated in February 2017 with its
principal place of business in Sparta, New Jersey. Prior2IPO solicited investors for pre-IPO
investment opportunities. It has never been registered with the Commission in any capacity.
22. Late Stage Management is a Delaware limited liability company formed in
February 2015 with its principal place of business in Montclair, New Jersey.  Late Stage Management
was the manager to the various Late Stage Funds.  It has never been registered with the Commission
in any capacity.
23. Pre IPO Marketing is a New York corporation incorporated in July 2018 with its
principal place of business in Freeport, New York.  Pre IPO Marketing operated as a branch office
of Prior2IPO.  It has never been registered with the Commission in any capacity.
24. JL Rivera Enterprises is a New York corporation incorporated in April 2020 with
its principal place of business in Elmont, New York.  JL Rivera Enterprises operated as a branch
office of Prior2IPO.  It has never been registered with the Commission in any capacity.

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OTHER RELEVANT INDIVIDUALS AND ENTITIES
25. Individual A, age 44, was the founder and President of Company A, and served as a
manager for various Late Stage Funds.  From 2000 to 2015, Individual A was a registered
representative associated with various broker-dealers registered with the Commission.  Individual A
is not currently licensed or registered with the Commission in any capacity.
26. Individual B age 33, was a registered representative associated with various
Commission-registered broker-dealers between approximately 2011 to 2016.  On August 15, 2017,
the Financial Industry Regulatory Authority (“FINRA”)—a self-regulatory organization to which
most Commission-registered broker-dealers belong—barred Individual B from associating with any
FINRA member firm in any capacity.  From in or around 2017, Individual B worked as a sales agent
for Prior2IPO and also opened his own Prior2IPO affiliated sales office selling Late Stage Fund
interests to investors.  Individual B is not currently licensed or registered with the Commission in
any capacity.
27. Individual C acted as a confidential source to law enforcement purporting to invest
in Pre-IPO Shares held by the Late Stage Funds and solicit investors for the Late Stage Funds.
28. Individual D acted   as a confidential source to law enforcement purporting to solicit
investors for Pre-IPO Shares held by the Late Stage Funds.
29. Individual E acted   as a confidential source to law enforcement purporting to solicit
investors for Pre-IPO Shares held by the Late Stage Funds.
30. Company A was a Delaware limited liability company formed in February 2015 and
a New Jersey limited liability company formed in 2020 with its principal place of business in
Montclair, New Jersey.  It was owned and controlled by Individual A.  Company A was a private
investment company that used its proprietary capital to seek investments in late-stage, Pre-IPO
Companies from existing shareholders that were primarily based in the United States. Company A

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has never been registered with the Commission in any capacity.
31. Valeo Capital Corporation (“Valeo Capital”) is a New Jersey corporation
incorporated in June 2017 with its principal place of business in Sparta, New Jersey.  It was owned
and controlled by Pirrello.
32.  Vero Enterprise Holdings LLC (“Vero Enterprise”) is a New Jersey limited
liability company formed in December 2018 with its principal place of business in Montclair, New
Jersey.  It was owned and controlled by Follano.
33. Pre-IPO Company A, Pre-IPO Company B, Pre-IPO Company C, Pre-IPO
Company D, and Pre-IPO Company E were each Pre-IPO Companies for which the Late Stage
Funds owned Pre-IPO Shares.
FACTS
I. BACKGROUND
34. Pirrello, Follano, and Individual A are veterans of the securities industry.
Since 2007, Pirrello, Follano, and Individual A have worked together, overlapping at various
Commission-registered broker-dealers over the years.
35. Since at least March 2019, Pirrello, Follano, and Individual A worked together to
acquire Pre-IPO Shares and then sell to investors limited liability company membership interests in
specific Series of Late Stage Funds that owned the rights to those Pre-IPO Shares (“Interests”).
36. 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
because they are not listed on a national securities exchange.
37. Pre-IPO Shares are 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 above their pre-IPO price.

10
38. Together, Defendants sold these Interests to individual members of the investing
public.
II. THE LATE STAGE FUNDS’ SECURITIES OFFERINGS AND THE FALSE OR
MISLEADING OFFERING MEMORANDA AND SIDE LETTERS.
39. Individual A had primary responsibility for sourcing and acquiring Pre-IPO Shares
on behalf of the Late Stage Funds.
40. Individual A caused Company A to acquire Pre-IPO Shares.
41. Then, through a series of open-ended stock purchase agreements, Follano, through
Late Stage Management, caused the Late Stage Funds to purchase the rights to those Pre-IPO
Shares from Company A.
42. Even though the Late Stage Funds had purchased the rights to those Pre-IPO
Shares, Company A held the shares until a liquidity event ( typically, an IPO), at which time the
shares were distributed to the management of the Late Stage Funds to deliver to their investors.
43. The Late Stage Funds were a group of over fifty private investment funds, each of
which was organized as a Delaware or New Jersey limited liability company.
44. As described in offering documents and related materials, the Late Stage Funds
acquired Pre-IPO Shares of various Pre-IPO Companies.    Each Late Stage Fund contained shares
of numerous Pre-IPO Companies.  Each separate Series was established for the purpose of making
an equity investment in a specific Pre-IPO Company.
45. Late Stage Management’s business model was to sell Interests in an applicable Series
of a Late Stage Fund to investors.
46. Late Stage Management’s website advertised its offerings as a chance for investors to
obtain access to Pre-IPO Shares of private companies.
47. Pirrello, in consultation with Follano, set the equivalent price per share at which the
corresponding Series Interests would be sold to investors.

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48. Defendants, through Prior2IPO and several affiliated independent sales
organizations (“ISOs”) operating under the Prior2IPO umbrella, solicited investors to purchase
Interests in Series of the Late Stage Funds corresponding to shares in specific Pre-IPO Companies.
To do so, Pirrello, Prior2IPO and its affiliated ISOs employed unregistered sales agents, including
Cassino, DiTucci, and Rivera.
49. The sales agents were compensated on a per share basis based on the number of Pre-
IPO Shares sold to the investing public.
50. Late Stage Management sent prospective investors offering documents for the
relevant Late Stage Fund.
51. Each Late Stage Fund used similar offering documents containing substantially
similar language, which included a general series investment letter, a private placement
memorandum (“PPM”), a subscription booklet and operating agreement, a series-specific signature
page to sign and date, and a suitability questionnaire, along with wire instructions for the fund.
52. Follano was named in some of the PPMs as the “Managing Partner of Late Stage
Asset management LLC since its inception.”
53. Those PPMs touted Follano’s background and experience in the securities industry,
including “expertise in private Pre-IPO opportunities.”
54. None of the PPMs named Pirrello.
55. The PPMs for the Late Stage Funds stated that during the term of each fund, “the
Members will not be required to pay to the Fund any management fee” and that Late Stage
Management or its affiliate “shall bear all the expenses of the Fund,” except the PPMs for certain
funds specified that the investor “shall be responsible for any DTC transfer fee that may be imposed
. . . in connection with the distribution of any Marketable Securities by the Company.”
56. The PPMs also stated that Late Stage Management would receive a “carried interest”

12
equal to twenty percent of any net profits realized by the Fund at the time the underlying pre-IPO
shares or the proceeds from the sales of such pre-IPO shares were distributed to investors.  In
certain instances, Late Stage Management agreed to receive a lower percentage of the net profits
(e.g., ten or fifteen percent) in its side letters with investors.
57. The carried interest was to be paid as a percentage of the Pre-IPO Shares after the
IPO.  In other words, Late Stage Management would keep its cut, generally twenty percent or less,
as carried interest and transfer the remainder of the Pre-IPO Shares to investors.
58. The PPMs also claimed that Late Stage Management and its affiliates “may” charge a
“mark-up.”
59. The PPMs did not disclose that investors were charged a markup on every
investment transaction.
60. Thus, investors who were told by Defendants that Defendants would only make
money after a Pre-IPO Company went public believed that they were purchasing Series Interests
backed by Pre-IPO Shares at approximately the same prices paid by the Late Stage Funds.
61. If an investor wanted to invest in a Series, the investor sent back a completed
subscription agreement, purchaser questionnaire, and money to Late State Management.
62. Then, Late State Management sent the investor a side letter confirming the investor’s
acquisition of Interests in a Series of a Late Stage Fund.
63. The side letters included the amount of the investment, and the equivalent number
of Pre-IPO Shares purchased by the investor.
64. The side letter was signed by both the investor and the manager of the relevant Late
Stage Fund.
65. Follano signed numerous side letters as manager of several of the Late Stage Funds.
66. The side letters stated that it was “a legally binding document that memorializes

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various terms of the [i]nvestment that are (1) not documented elsewhere; and/or (ii) may conflict
with various provisions of the limited liability company operating agreement of the [f]und.”
67. Each side letter further provided that it “constitutes a valid and binding obligation of
the Manager, the Fund and the Purchaser, and supersedes any actual or potentially conflicting
wording in the Subscription Booklet of the Fund and the Operating Agreement.”
68. The side letters also stated that “[t]here are no fees what-so-ever attached to this
investment other than the [c]arried [i]nterest documented” in the side letter.  The side letters
outlined the “carried interest” or profit-sharing percentage the parties agreed to, with the standard
fee being twenty percent of any profit the investor realizes.  Certain side letters provided for a lower
fee.
69. For example, a side letter signed by Follano dated June 26, 2019 with an investor
who purchased Series Interests corresponding to shares in Pre-IPO Company D advised that “[t]here
are no fees what-so-ever attached to this investment other than the Carried Interest documented...
above” and that “a[]ny other fees...shall be null and void.”
70. Similarly, a side letter signed by Follano dated August 20, 2019 with another investor
who purchased Series Interests corresponding to shares in Pre-IPO Company D also contained the
exact same language.
71. And, a side letter signed by Follano dated March 3, 2021 with an investor who
purchased Series Interests corresponding to shares in Pre-IPO Company E advised that “[t]here are
no fees what-so-ever attached to this investment other than the Carried Interest
documented...above” and that “[a]ny other fees...shall be null and void.”
72. Between approximately March 2019 and July 2022, Defendants sold Series Interests
in the Late Stage Funds to more than 4,000 investors located nationwide and internationally.
73. Between approximately March 2019 and July 2022, Defendants raised at least

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approximately $528 million from investors for the Late Stage Funds.
74. When Late Stage Management received money from investors, it transferred the
investor funds to Company A.
75. Notwithstanding the representations to the contrary described above, Defendants
always charged substantial up-front fees on every investment in the form of an undisclosed
markup—that is, the difference between the price at which Pirrello and Follano acquired the Pre-
IPO Shares and the price at which Defendants sold corresponding Series Interests to investors.
76. The undisclosed markups ranged between 3% and 150% per Pre-IPO Company.
77. Upon its receipt of investor funds, Company A distributed the undisclosed markups
to Defendants by paying Vero Enterprise for Follano, Valeo Capital for Pirrello, and Defendants’
sales agents.
78. In turn, Pirrello caused Valeo Capital to pay Defendants’ sales agents their
transaction-based commissions based on the number of Pre-IPO Shares they sold to investors.
79. Between 2019 and 2022, Valeo Capital received approximately $78 million from
Company A, representing Pirrello and Defendants’ sales agents’ share of the undisclosed markups
connected to the sale of securities to Late Stage Fund investors.
80. Between 2019 and 2022, Vero Enterprise received approximately $10.3 million from
Company A, representing Follano’s share of the undisclosed markups connected to the sale of
securities to Late Stage Fund investors.
III. DEFENDANTS FALSELY TOLD INVESTORS THERE WERE NO UPFRONT
FEES IN OTHER COMMUNICATIONS.
81. On its website, Prior2IPO advertised itself as “connect[ing] private accredited
investors to shares of the largest industry disruptors.  Sometimes at discounts as much as 50% of the
expected IPO.”
82. The website further stated that the “Late Stage Investment Family of Funds” was

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Prior2IPO’s “largest client” and listed the reasons Prior2PIO chose Late Stage Management,
including because “there are no upfront fees.”
83. This “no upfront fee” selling point was prominently featured by the Defendants in
investor communications and marketing materials, including on Prior2IPO’s website, in its social
media posts, its pitch books, in the scripts and written communications used by sales agents, in
Prior2IPO videos posted on YouTube, LinkedIn and other social media sites, and on Prior2IPO-
related podcasts.
84. Sales agents who wanted to sell Late Stage Fund Pre-IPO Shares, like Cassino,
DiTucci, and Rivera, met with Pirrello, Follano, and Individual A at their offices in Montclair, New
Jersey, to discuss the mechanics of the Prior2IPO and Late Stage Management business.
85. To procure investments, Prior2IPO and its affiliated sales agents solicited potential
investors through paid advertisements on various social media platforms such as Facebook and
LinkedIn and through investor referrals.
86. During solicitations, the sales agents made no mention of markups, let alone the
exorbitant nature of the markups charged on every investment in the Late Stage Funds, in the
advertisements, marketing materials, investor communications, or Late Stage Management’s and
Prior2IPO’s websites.
87. On sales calls with prospective investors, Pirrello, Follano, Cassino, DiTucci, Rivera,
and other affiliated sales agents routinely pitched the Late Stage Funds’ offerings of Pre-IPO Shares
by stating that, unlike other funds, the Late Stage Funds profited only by taking twenty percent of
investors’ profits when the Pre-IPO Companies went public and did not charge any upfront fees or
commissions.
88. For example, during a recorded call on January 28, 2021, with Individual C, a sales
agent, and a potential investor, Cassino falsely stated that there are “no fees on the front end, only

16
on the backend.  Twenty percent of the profit.”
89. Similarly, during a call on February 28, 2022, with Individual C , Pirrello discussed
Pre-IPO Shares in Pre-IPO Company A .  In response to Individual C asking whether he pays the
same price that Late Stage pays, Pirrello falsely stated that “Late Stage always buys from where they
buy at the price that you’re paying.”  In fact, Defendants charged a markup of approximately 50%
on shares of Pre-IPO Company A.
90. Likewise, during a call on March 2, 2022, with Individual C, Follano falsely
confirmed that the Late Stage Funds did not charge any upfront fees and only took 20% of the
profit on the back end.  He explained that he used to charge upfront fees, but he “[doesn’t] need to
charge any upfront fees anymore,” that he “ always felt it’s better up front for every dollar to go to
work for you in the investment,” and that not charging upfront fees was a way to “separate[e]
[him]self from everyone else.”   He further stated that “the only fee that you will pay is the same fee
I pay from the brokerage firms to deliver me my shares...it’s like 75, 100 bucks.”
91. And, during   a call on March 8, 2022, with Individual D and a potential investor,
Rivera falsely said that “we don’t charge any upfront fees” and that “the only fee that they do charge
is on the backend.”  Rivera explained that it’s “kind of like a performance fee...it’s based off of the
profits.  It’s called carried interest...  it’s twenty percent of only the profits.”
92. Based on representations by Pirrello, Follano, Cassino, DiTucci, Rivera, and other
sales agents affiliated with Prior2IPO, investors generally understood that they were not being
charged any upfront fees or commissions and that they were paying approximately the same price
for Series Interests backed by Pre-IPO Shares that Late Stage Management paid to acquire its
interest in the Pre-IPO Shares.    This understanding was important to  investors’ decisions to  invest
in the Late Stage Funds.

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IV. DEFENDANTS KNEW INVESTORS WERE BEING CHARGED MARKUPS.
93. Defendants knew or recklessly disregarded that investors were being charged
markups and actively concealed the markups from investors in order to procure investments.
94. As the founder and President of Prior2IPO, Pirrello controlled the sales efforts for
the Late Stage Funds.  Pirrello oversaw and managed the supervising sales agents of the ISOs
affiliated with Prior2IPO, including Cassino, DiTucci, Rivera, Pre IPO Marketing, and JL Rivera
Enterprises.
95. In an email dated November 11, 2019, Pirrello instructed the sales agents associated
with ISOs that if their emails used the name of the ISO, they should “edit the disclaimer to say you[’re]
from Prior2IPO.”
96. When Pirrello was not available for the sales agents, he directed the sales agents to
contact Follano and Individual A.
97. Pirrello directed Prior2IPO and its affiliated ISOs and sales agents, including Cassino,
DiTucci, Rivera, Pre IPO Marketing, and JL Rivera Enterprises, to tell investors that there were no
upfront fees, to never mention commissions, and to portray themselves as “marketers.”  Pirrello
repeated these instructions during regular Zoom calls with the sales agents.
98. For example, during a call on December 8, 2021, with sales agents, including Rivera,
Pirrello cautioned that “no one gets paid commissions” and that “no one works for commissions.”
Pirrello said that sales agents should never disclose the pricing sheets (which contained the purchase
price and sale price of the Pre-IPO Shares) he circulated.  Pirrello further instructed the sales agents
not to speak to regulators and to reach out to him if they were approached by regulators.  Pirrello also
warned the sales agents that he was going to fire people who did  not follow his instructions.
99. Pirrello also regularly communicated with the sales agents, including Cassino,
DiTucci, and Rivera, through email or by posting to a shared Dropbox account regarding the

18
inventory of available Pre-IPO Shares and their pricing.
100. Cassino, DiTucci, and Rivera received Pirrello’s emails, and had access to the shared
Dropbox account.
101. Pirrello’s inventory lists, or pricing sheets, in the shared Dropbox account identified
the fund’s cost, the fixed price(s) shares could be sold for, the number of shares available, the
company’s outstanding shares, its current valuation, and its projected IPO valuation.  These pricing
lists made clear to recipients that Prior2IPO was charging up-front markups on the Pre-IPO shares
because sales agents could see that the prices they were selling Pre-IPO Shares to investors at was
higher, and in many cases much higher, than the prices at which Late Stage Funds purchased the
Pre-IPO Shares.
102. The markups charged ranged   between 3% and 150%.
103. Pi  rrello also regularly texted the sales agents, including Cassino, DiTucci, and Rivera,
about the markups for particular Pre-IPO Shares.
104. For example, in a text message to Prior2IPO’s sales agents on June 20, 2020, which
included Cassino, DiTucci, and Rivera, Pirrello texted, “just obtained 7000 more shares of [Pre-IPO
Company B] ... at $45 ... first come first serve on money in ... 55$ only on [Pre-IPO Company B]
to [sic] to get ... for clients.”  Thus, Pirrello’s text made clear that investors were being charged a
22.2% markup.
105. Similarly, in a text message to Prior2IPO’s sales agents on June 23, 2020, which
included Cassino, DiTucci, and Rivera, Pirrello texted, “just acquired 2450 more shares of [Pre-IPO
Company C] at 105$ go out at $125.”   Thus, Pirrello’s text made clear that investors were being
charged a 19% markup.
106. Using these numbers, sales agents kept track of their share of the markups for selling
interests and later sent invoices to Pirrello through Valeo Capital.

19
107. Sales agents received their share of the upfront markups in cash and their share of
the back-end carried interest in shares of the investors’ stock.
108. Defendants also explained to potential sales agents how sales agents made money right
away, despite telling investors that there were no upfront fees.
109. For example, during a meeting on October 21, 2021, with Individual E, Pirrello
explained that he set up the Late Stage Fund and the payment structure so that sales agents did not get
paid from the fund.  Pirrello stated that he “g[ot] rid of the upfront fees” and though “we try to never
use the term commissions...we try to average the guys around fifty.”  He then provided an example of
certain Pre-IPO Shares that the Late Stage Funds acquired at $605 per share and were selling at $655
or $725 per share.  He explained that brokers get paid “fifty percent of the markup that we created,
and they get fifty percent of the carried interest.”
110. Similarly, during a meeting on February 12, 2021, with Individual C and DiTucci,
Cassino explained how the sales agent would make money upfront and on the back end if  an investor
he brought in purchased Series Interests.  Cassino explained that the investor would not know about
the upfront profit because “the fund pays the branch and we pay you.”
111. Likewise, during a meeting on February 16, 2022, Rivera explained to Individual D
how he would be compensated by stating that “you get paid commission, you get paid on the backend
for performance also.”
112. And, during a call on March 8, 2022, Rivera explained to Individual D that, if he were
to get an investor to invest in  a particular Pre-IPO Company, the potential sales agent would make
money upfront on the markup.  Rivera further assured the potential sales agent that investors would
not know about the markups by stating, “as far as the clients are concerned, like, there’s no upfront
fees.  There’s nothing on the paperwork, there’s no markup there or anything.  So, yeah, you don’t
have to worry about that.”

20
113. Finally, during a call on March 16, 2022, call, Rivera explained to Individual D that
the price of a stock’s IPO is what “affects the backend not what you’re going to make upfront ...as
far as what we get paid, no, that doesn’t change.  But, what changes is if [the investor] doesn’t make
money, we don’t make money on the back, on profits, we don’t make anything on that end, on the
backend.  So, in [the investor’s] eyes, we don’t make a commission.”  Rivera cautioned, “the client
never sees the markups so don’t ever mention markups.”
114. Defendants used the undisclosed markups to obtain upfront transaction-based
compensation and to pay commissions to their unregistered sales agents.
115. Defendants received a total of at least approximately $42 million—all before any
investor obtained any profits and in addition to Late Stage Management’s percent of the profit on
the backend.
116. From March 2019 to July 2022, Pirrello, directly and through Valeo Capital, received
approximately $18.9 million in undisclosed markups.
117. From March 2019 to July 2022, Follano, through Vero Enterprise, received
approximately $10.3 million in undisclosed markups.
118. Follano knew the amounts he received were for undisclosed markups—not backend
profits after an IPO—because he received these amounts in cash (not stock) and because he received
these amounts before the underlying companies had held an IPO or other liquidity event.
119. From March 2019 to July 2022, Cassino and DiTucci, through Pre IPO Marketing,
received approximately $9.3 million in undisclosed markups.
120. From March 2019 to July 2022, Rivera, through JL Rivera Enterprises, received
approximately $3.6 million in undisclosed markups.
V.    DEFENDANTS CONCEALED PIRRELLO’S IDENTITY.
121. Defendants concealed Pirrello’s identity to hide his disciplinary history—his liability

21
for insider trading in a prior Commission enforcement action and his Commission bar order—from
prospective investors.
122. In a version of the Prior2IPO pitch deck c irculated to Defendants’ sales agents for
soliciting investors, Pirrello was identified as “Our Founder Raymond John,” alongside his picture.
123. Similarly, Pirrello’s signature block on his Prior2IPO email account identified him as
“Raymond John” and as the founder of Prior2IPO.
124. Pirrello used this email account to email Follano, Cassino, DiTucci, and Rivera,
among others.
125. During a meeting on October 21, 2021, with Individual E, Pirrello explained why he
concealed his identity.  He noted, “I got in trouble back in ’16 for trades that were done in ’11...it
was an insider trading thing” and that the case “ended up going civil and I lost the civil trial.”
Pirrello further explained, “ [F]or me, I said you have to separate church from state and mostly it was
to isolate me from the whole game, right?  I figured if I was involved, and I lost my case, that it
would, it would, you know, wreck the whole thing anyway, so I wanted to keep my name out of it.
So, I said let’s start a marketing company.”
126. Follano, Cassino, DiTucci, and Rivera knew or recklessly disregarded that Pirrello
concealed   his identity in the sale of the Pre-IPO Shares of the Late Stage Funds.
127. For example, during a January 28, 2021, call among Cassino, Individual C, and other
sales agents, Cassino was asked for Pirrello’s last name to look up Pirrello, and Cassino replied,
“[T]hat’s a bad idea...he had some regulatory issues.”
128. Similarly, during a February 12, 2021, meeting among Individual C, Cassino, and
DiTucci, Individual C wondered how Pirrello was the boss because “that guy Roy, Ray...I looked at
him, I googled him and I’m like how...is this guy the boss? He looks like a...mess...I gotta worry
about this guy paying me...I was a little nervous.”  Cassino assured the potential sales agent that he

22
would get paid and DiTucci told him not to worry because “you’re never going to hear the name
Raymond ever.”
129. And, in a March 24, 2022, recording call between Rivera and Individual D, Individual
D stated that a potential investor asked Individual D if he was friends with Ray because the potential
investor was “poking around and...sounded concerned. So...I brushed him off...and then I was
like let me find out from Joe before I tell him anything. I don’t want to tell him the wrong thing.”
Rivera replied, “I have known Ray personally. I mean, I’ve known Ray for years.” Rivera then stated
he is “curious to know how he knows Ray,” asked for the investor’s last name, and stated that “I’ll
ask Ray too, like, how he knows him.”
130. Despite Pirrello’s role in structuring and managing the Late Stage Funds, Pirrello and
Follano purposefully left Pirrello’s name off documents relating to the Late Stage Funds.
131. Pirrello and Follano knew about Pirrello’s essential role with respect to the Late Stage
Funds.
132. For example, during a meeting on October 21, 2021, with Individual E, Pirrello
acknowledged that “we set the fund up,” referring to himself, and his “friends” and “partners,”
meaning Follano and Individual A.
133. Defendants concealed Pirrello’s identity because they knew that Pirrello’s prior
regulatory troubles would impact investors’ decisions to invest in the Late Stage Funds and run afoul
of the Commission’s regulations.
VI. THE OFFERINGS OF SERIES INTERESTS IN THE LATE STAGE
FUNDS VIOLATED OFFER AND SALE REGISTRATION PROVISIONS.
134. 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.

23
135. None of the Series Interests offered or sold by Defendants were offered or sold
pursuant to  a registration statement filed with the Commission.
136. No valid exemptions from registration applied.
137. Defendants 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) (“Section 4(a)(2)”) for qualifying private
offerings.
138. The offerings of the Series interests in the Late Stage Funds did not qualify for a safe-
harbor exemption under Rule 506(b) because Defendants used general solicitation by advertising their
offerings on social media.
139. However, the sales of Series Interests did not qualify for a safe-harbor exemption
because of Pirrello’s role, including as a key promoter behind soliciting investors in these securities
offerings after September 23, 2019, when he was barred from association with, among other entities,
any broker, dealer, or investment adviser and was deemed a “bad actor” under Rule 506(d) for
purposes of Rule 506(b) and (c) [17 C.F.R. § 230.506(d)(1)(vi)].
140. As alleged in Paragraph 133, during a meeting on October 21, 2021, with Individual E,
Pirrello stated that “we set the fund up,” referring to himself, and his “friends” and “partners,”
meaning Follano and Individual A. Pirrello also acknowledged his management of the Late Stage
Funds and stated that “Prior2IPO...[is] the largest pre-IPO marketing company in the world.  And we
have a pretty interesting structure, but Late Stage Funds is us, so all of our business goes into the Late
Stage Funds.”
141. Similarly, Individual B was barred by FINRA in August 2017 and was disqualified as a
“bad actor” under Rule 506(c) [17 C.F.R. § 230.506(d)(1)(vi)].  Individual B’s involvement as a sales
agent who was paid for soliciting investors for Defendants in and after March 2019 similarly

24
disqualifies the offerings from a registration exemption.
VII. DEFENDANTS’ SALES EFFORTS VIOLATED THE BROKER-DEALER
REGISTRATION PROVISIONS AND PERILLO VIOLATED HIS BAR
ORDER.

142. 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).
143. To sell the Series Interests to investors, Defendants worked with a network of sales
agents who were not licensed broker-dealers or associated with registered brokerage firms.  In fact,
one sales agent, Individual B, had been barred from working as a securities broker by FINRA.
144. Pirrello and Follano met with each supervisory sales agent who joined their sales
force to go over the structure, procedures, and inner workings of their pre-IPO business.
145. Follano had primary responsibility for handling customer funds which were
deposited into bank accounts held by the various Late Stage Funds and controlled by Follano.
146. Pirrello had primary responsibility for managing the sales agents and directed a
network of sales agents around the country through which he controlled the sales efforts for the
Late Stage Funds.
147. During a meeting on October 21, 2021, with Individual E, Pirrello stated that “we
have offices all over the country” and “we got 200 guys” working as sales agents.
148. Pirrello provided sales agents affiliated with Prior2IPO, including Cassino, DiTucci,
and Rivera, with access to Prior2IPO’s proprietary back-office system to enter orders, keep track of
investor accounts, view each affiliated ISO’s monthly sales totals, and access templates he created
for communications with investors, such as email formats and disclaimers.
149. Pirrello also provided many of these sales agents with email addresses that
identified them as employees of Prior2IPO.

25
150. Additionally, as alleged in paragraph 96, Pirrello instructed the sales agents who used
emails associated with their ISOs to  “edit the disclaimer to say you[’re] from Prior2IPO.”
151. Prior2IPO and its affiliated ISOs ran makeshift offices used to solicit investors,
located in this District and elsewhere including, but not limited to, other locations in New York,
New Jersey, and Florida.
152. Over time, in an effort to obscure the relationship between Prior2IPO, its affiliated
ISOs, and Late Stage Management, Pirrello used a separate entity, Valeo Capital, to enter into
introducing agreements (“Introducing Agreements”) with approximately twenty active affiliated
ISOs that functioned   as branch offices of Prior2IPO, including Pre IPO Marketing and JL Rivera
Enterprises.
153. Pirrello typically signed the Introducing Agreements.
154. The Introducing Agreements specified that the introducers or ISO affiliates were
not licensed broker-dealers or registered representatives under any state or federal securities laws.
155. Yet, pursuant to these Introducing Agreements, the ISO affiliates would receive
monthly transaction-based compensation from Valeo Capital for the Late Stage Fund investors that
they successfully solicited pursuant to their individual fee-splitting arrangements with Pirrello.
156. The commissions—transaction-based compensation that was a percentage of the
amounts of money each ISO affiliate raised for the Late Stage Funds—received by the ISO, including
Pre IPO Marketing and JL Rivera Enterprises, was funded from the undisclosed upfront markups
Defendants charged the investors in the Late Stage Funds for Pre-IPO Shares.
157. Pirrello and Follano caused the payment of the commissions to the supervisory
sales agents, including Cassino, DiTucci, and Rivera.
158. Pirrello and Follano also paid themselves their portion of the undisclosed upfront
markups.

26
159. From at least March 1, 2019, through July 2022, Valeo Capital paid approximately
$60 million of the markups it received from Company A in the form of undisclosed commissions to
Prior2IPO and its affiliated ISOs while retaining over $18 million for Pirrello.
160. Pi  rrello, Follano, Cassino, DiTucci, and Rivera were also unregistered sales agents
who acted as securities brokers.
161. After being barred in September 2019, Pirrello continued to manage the Late Stage
Funds’ sales force, which solicited investments in the Series Interests.
162. Cassino, DiTucci, and Rivera participated with regularity in the selling of securities;
their job was to solicit investors for the Late Stage Funds.  They each personally communicated with
investors about the Late Stage Funds and recommended investments to investors.
163. In a text message to Prior2IPO’s sales agents on June 12, 2020, which included
Cassino, DiTucci, and Rivera, Pirrello texted, “[a]nd the weekly winner is drumroll Bobby and
Anthony take the week,” referring to Cassino and DiTucci being the top producers of investments
that week.
164. Additionally, Cassino, DiTucci, and Rivera and their companies, Pre IPO Marketing
and JL Rivera Enterprises, hired, supervised, and directed others to act as unregistered sales agents
of the Late Stage Funds.
165. Defendants knew that the sales agents they recruited to  sell securities for the Late
Stage Funds were not associated with a registered broker at the time of those sales.
166. For example, during a December 8, 2021, video call with sales agents, including
Rivera, Pirrello cautioned that “we should not ever represent ourselves as Late Stage” and that “the
fund does not have salespeople” because the sales agents were not licensed.  He explained that he
intentionally set up the fund this way, and “we’ve created the largest marketing company in the world
in Pre-IPO...we sell our leads.  Nobody gets paid a commission.  There is no pricing that is ever to be

27
divulged to anybody in the world of what we do in terms of our marketing expenses...nobody works
for commission ever.  It’s marketing fees.”
167. Though Pirrello, Cassino, DiTucci, and Rivera disseminated the false narrative that
they were “marketing” investments in the Late Stage Funds, in fact, Pirrello, Cassino, DiTucci,
Rivera, Prior2IPO, Pre IPO Marketing, and JL Rivera Enterprises sold securities to investors for
transaction-based compensation.
168. During a meeting on October 21, 2021, with Individual E, Pirrello explained that
“Prior2IPO...[is] the largest pre-IPO marketing company in the world. And we have a pretty
interesting structure, but Late Stage Funds is us, so all of our business goes into the Late Stage
Funds.”  When asked if Follano “runs for the fund for you?,” Pirrello replied that Follano “runs
Late Stage” and agreed that Follano “essentially works for” Pirrello.
169. Exchange Act Section 15(b)(6)(B)(i) makes it unlawful for any person who is barred
by the Commission from associating with a broker-dealer “to become, or to be, associated with
a broker or dealer in contravention of such order,” without the consent of the Commission. [15
U.S.C. § 7 8o(b)(6)(B)(i)]).
170. By acting as a securities broker, Pirrello violated the September 23, 2019
Commission order barring him from associating with any broker, dealer, investment adviser,
municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical
rating organization, and from participating in any offering of a penny stock.
171. All of Pirrello, Follano, Cassino, DiTucci, and Rivera’s false and misleading
statements and omissions, their additional deceptive conduct, and their knowledge, recklessness
and/or negligence were and are imputed to their companies, Prior2IPO, Late Stage Management, Pre
IPO Marketing (Cassino and DiTucci), and JL Rivera Enterprises, respectively.

28
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(All Defendants)

172. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 7, 9 through 134, and 144 through 168.
173. Defendants, 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, (1) knowingly or recklessly have employed one or more devices,
schemes or artifices to defraud, (2) 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 (3) 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.
174. By reason of the foregoing, Defendants, 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
Aiding and Abetting Violations of Securities Act Section 17(a)
(Pirrello and Follano)

175. The Commission re-alleges and incorporates by reference here the
allegations in paragraphs 1 through 7, 9 through 134, and 144 through 168.
176. Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO
Marketing, and JL Rivera Enterprises violated Securities Act Section 17(a) in the offer or sale
of the Series Interests.
177. Specifically, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management,
Pre IPO Marketing, and JL Rivera Enterprises, directly or indirectly, singly or in concert, in

29
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 t o 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.
178. Pirrello and Follano knowingly or recklessly provided substantial assistance
to the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO
Marketing, and JL Rivera Enterprises.
179. By reason of the foregoing, Pirrello and Follano are liable pursuant to
Securities Act Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting the violations by
Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL
Rivera Enterprises of Securities Act 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Pirrello
and Follano will again aid and abet these violations.
THIRD CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(All Defendants)

180. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 7, 9 through 134, and 144 through 168.
181. Defendants, 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

30
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.
182. By reason of the foregoing, Defendants, 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. § 240.10b-5].
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Pirrello and Follano)

183. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 7, 9 through 134, and 144 through 168.
184. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre
IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
185. Pirrello and Follano knowingly or recklessly provided substantial assistance to
Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera
Enterprises with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rule 10b-5(b) [17 C.F.R. § 240.10b-5b] thereunder.
186. By reason of the foregoing, Pirrello and Follano are liable pursuant to Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting the violations by Cassino, DiTucci, Rivera,
Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder and,
unless enjoined, Pirrello and Follano will again aid and abet these violations.

31
FIFTH CLAIM FOR RELIEF
Control Person Liability for Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
(Pirrello)
187. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 7, 9 through 134, and 144 through 168.
188. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre
IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
189. At all relevant times, Pirrello controlled Cassino, DiTucci, Rivera, Prior2IPO, Late
Stage Management, Pre IPO Marketing, and JL Rivera Enterprises and was a culpable participant in
the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing,
and JL Rivera Enterprises of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
190. By reason of the foregoing, pursuant to Exchange Act Section 20(a) [15 U.S.C.
§ 78t(a)], Pirrello is liable as a control person for the violations by Cassino, DiTucci, Rivera,
Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SIXTH CLAIM FOR RELIEF
Violations of Exchange Act Section 15(a)
(All Defendants)
191. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 7, 9 through 121, and 143 through 168.
192. 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 any means or instrumentality
of interstate commerce to effect transactions in, or to induce or attempt to induce the purchase or
sale of, any security without being registered with the Commission as a broker-dealer.

32
193. By reason of the foregoing, Defendants directly or indirectly, singly or in concert,
violated, and, unless enjoined, will again violate Exchange Act Section 15(a) [15 U.S.C. § 78o(a)].
SEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 15(a)
(Pirrello and Follano)

194. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 7, 9 through 121, and 143 through 168.
195. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre
IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 15(a) [15 U.S.C. § 78o(a)].
196. Pirrello and Follano knowingly or recklessly provided substantial assistance to
Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera
Enterprises with respect to their violations of Exchange Act Section 15(a) [15 U.S.C. § 78o(a)].
197. By reason of the foregoing, Pirrello and Follano are liable pursuant to Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting the violations by Cassino, DiTucci, Rivera,
Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Exchange Act
Section 15(a) [15 U.S.C. § 78o(a)] and, unless enjoined, Pirrello and Follano will again aid and abet
these violations.
EIGHTH CLAIM FOR RELIEF
Violations of Securities Act Sections 5(a) and (c)
(All Defendants)
198. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 7 and 9 through 142.
199. Defendants, directly or indirectly, singly or in concert, and notwithstanding the fact
that there was no applicable exemption: (a) made use of 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; (b) for the

33
purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in
interstate commerce, by any means or instruments of transportation, securities as to which no
registration statement was in effect; and/or (c) made use of means or instruments of transportation
or communication in interstate commerce or of the mails to offer to sell or offer to buy, through the
use or medium of a prospectus or otherwise, securities as to which no registration statement had
been filed.
200. By reason of the foregoing, Defendants violated and, unless enjoined, will again
violate, Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)].
NINTH CLAIM FOR RELIEF
Violations of Exchange Act Section 15(b)(6)(B)(i)
(Pirrello)

201. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 117 and 143 through 170.
202. Pirrello, having been previously barred by the Commission from associating with a
broker-dealer effective September 23, 2019, and with such previous bar being in effect, willfully
associated with a broker-dealer without the consent of the Commission.
203. By reason of the foregoing, Pirrello violated, and, unless enjoined, will again violate
Exchange Act Section 15(b)(6)(B)(i) [15 U.S.C. § 78o(b)  (6)(B)(i)].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Defendants and their agents, servants, employees and attorneys and
all persons in active concert or participation with any of them from violating, directly or indirectly,
Securities Act Sections 5(a) and (c) and 17(a) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], and Exchange

34
Act Sections 10(b) and 15(a) [15 U.S.C. §§ 78j(b) and 78o(a)], and Rule 10b-5thereunder [17 C.F.R.
§§ 240.10b-5]; and permanently enjoining Pirrello and his agents, servants, employees and attorneys
and all persons in active concert or participation with any of them from violating, directly or
indirectly, Section 15(b)(6)(B)(i) of the Exchange Act [15 U.S.C. § 78o(b)(6)(B)(i)].
II.
Ordering (i) Pirrello, (ii) Follano, (iii) Cassino, DiTucci, and Pre IPO Marketing jointly and
severally, and (iv) Rivera and JL Rivera Enterprises jointly and severally to disgorge all ill-gotten
gains they received directly or indirectly, with pre-judgment interest thereon, as a result of the alleged
violations, 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 monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
IV.
Permanently prohibiting Pirrello, Follano, Cassino, DiTucci, and Rivera from serving as an
officer or director of any company that has a class of securities registered under Exchange Act
Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15
U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act
Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];

35
V.
 Granting any other and further relief this Court may deem just and proper.

JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
December 6, 2023
____/s/ Antonia M. Apps_________________
ANTONIA M. APPS
REGIONAL DIRECTOR
Sheldon L. Pollock
Gerald A. Gross
Debra Jaroslawicz
Karen M. Lee
Zheng (Jane) He
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-0142 (Jaroslawicz)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Sheldon L. Pollock 
Gerald A. Gross  
Debra Jaroslawicz 
Karen M. Lee 
Zheng (Jane) He 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0142 (Jaroslawicz) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 
 

SECURITIES AND EXCHANGE COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
RAYMOND J. PIRRELLO, JR., MARCELLO 
FOLLANO, ROBERT CASSINO, ANTHONY 
DITUCCI, JOSEPH RIVERA, PRIOR 2 IPO INC., 
LATE STAGE ASSET MANAGEMENT, LLC, PRE 
IPO MARKETING INC., and JL RIVERA 
ENTERPRISES LTD.,   
  
                                             Defendants.  
 

 
 
COMPLAINT 

   
23 Civ. _____ (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendants Raymond J. Pirrello, Jr. (“Pirrello”), Marcello Follano (“Follano”), Robert Cassino 

(“Cassino”), Anthony DiTucci (“DiTucci”), Joseph Rivera (“Rivera”), Prior 2 IPO Inc. 

(“Prior2IPO”), Late Stage Asset Management, LLC doing business as Late Stage Management 

(“Late Stage Management”), Pre IPO Marketing Inc. (“Pre IPO Marketing”), and JL Rivera 

Enterprises Ltd. (“JL Rivera Enterprises”) (collectively, “Defendants”), alleges as follows: 

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SUMMARY 

1. Defendants used a network of unregistered sales agents to engage in unregistered 

offerings of securities in investment vehicles that provided access to shares of private companies 

that may hold an initial public offering (“Pre-IPO Companies”).  But, Defendants procured 

investor funds by fraud, falsely telling investors that Defendants would only make money when 

investors made money—by taking a portion of any profits made after the Pre-IPO Companies 

went public—and that the investors would pay no upfront fees or commissions.  Contrary to these 

representations, investors were charged exorbitant upfront markups on all investments, allowing 

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

2. From at least March 2019 to July 2022, Defendants raised approximately $528 

million from more than 4,000 investors located across the country, including in this District, and 

internationally.  In exchange for their investments, investors received securities—interests in a 

subsection (called a “Series”) of one of at least fifty private investment funds (the “Late Stage 

Funds”).  Each Series invested in pre-IPO shares of specific Pre-IPO Companies (“Pre-IPO 

Shares”).  

3. Defendants used unregistered sales agents to sell the interests in Pre-IPO Shares 

held by the Late Stage Funds.  Defendants and their affiliated unregistered sales agents solicited 

investments in the Late Stage Funds as a way for investors to access Pre-IPO Shares without 

paying upfront fees and commissions. 

4. Through both written materials and their vast network of sales agents, Defendants 

falsely told investors that there were no upfront fees and that they would only pay a fee in the form 

of a percentage on profits (if any) earned on the back end, after the relevant Pre-IPO Companies 

went public.  

5. Contrary to these representations, however, Defendants earned handsome upfront 

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profits from markups on the Pre-IPO Shares that, depending on the Pre-IPO Companies at issue, 

were as high as 150% above the prices the Late Stage Funds paid for such shares.  In total, 

Defendants paid themselves and Prior2IPO’s affiliated sales agents approximately $88.6 million in 

undisclosed markups. 

6. Defendants also concealed from investors the identity of Pirrello—the head of 

Late Stage Funds’ affiliated salesforce.  In August 2019, a jury had found Pirrello liable for insider 

trading in a Commission enforcement action and, in September 2019, the Commission barred 

Pirrello from associating with brokerage firms and certain other types of firms in the securities 

industry.  

7. Additionally, Defendants violated the securities and broker-dealer registration 

provisions of the federal securities laws.  First, none of the offers or sales of interests in the Late 

Stage Funds were registered with the Commission and no exemption from registration applied to 

these securities offerings because, among other reasons, Pirrello was barred from the brokerage 

industry.  Second, Defendants and their sales agents, all of whom received transaction-based 

compensation in the form of commissions, acted as brokers without being registered as broker-

dealers or associated with registered broker-dealers.  

8. Finally, in violation of another provision of the federal securities laws, Pirrello 

acted a broker despite a Commission order barring him from associating with a broker-dealer.  

VIOLATIONS 

9. By virtue of the foregoing conduct and as alleged further herein, Defendants 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 [17 C.F.R. § 240.10b-5]; Pirrello and Follano 

aided and abetted the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, 

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Pre IPO Marketing, and JL Rivera Enterprises of Section 17(a) of the Securities Act [15 U.S.C. 

§ 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R. 

§ 240.10b-5], and the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, 

Pre IPO Marketing, and JL Rivera Enterprises of Section 15(a) of the Exchange Act [15 U.S.C. 

§ 78o(a)]; Pirrello is liable as a control person for the violations by Cassino, DiTucci, Rivera, 

Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Section 10(b) 

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

pursuant to Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]; and Pirrello violated Section 

15(b)(6)(B)(i) of the Exchange Act [15 U.S.C. § 78o(b)(6)(B)(i)].  

10. 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 

11. 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)], and Exchange Act Section 

21(d) [15 U.S.C. § 78u(d)].  

12. The Commission seeks a final judgment: (a) permanently enjoining Defendants from 

violating the federal securities laws and rules this Complaint alleges they have violated, alleges they 

have aided and abetting violations of, or alleges they are liable for violating as control persons; 

(b) ordering  Pirrello to disgorge all ill-gotten gains he received as a result of the violations alleged 

here 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 Follano to disgorge all ill-

gotten gains he received as a result of the violations alleged here 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), 

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78u(d)(5), and 78u(d)(7)]; (d) ordering Cassino,  DiTucci, and Pre IPO Marketing, jointly and 

severally, to disgorge all ill-gotten gains they received as a result of the violations alleged here 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)]; (e) ordering Rivera and JL Rivera 

Enterprises, jointly and severally, to disgorge all ill-gotten gains they received as a result of the 

violations alleged here 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)]; (f) ordering 

Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)] 

and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (g) permanently prohibiting Pirrello, 

Follano, Cassino, DiTucci, and Rivera from serving as an officer or director of any company that 

has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is 

required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; and (h) ordering any other and further relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

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

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

14. 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. 

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

Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants worked with sales agents located in this 

District, as well as nationwide, to solicit investors for the Late Stage Funds, including through Pre 

IPO Marketing and JL Rivera Enterprises, which Cassino, DiTucci, and Rivera used to conduct the 

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6 

business of these entities.  Additionally, certain acts, practices, transactions, and courses of business 

alleged in this Complaint occurred within this District, including communications with prospective 

investors in the Late Stage Funds, as well as sales of Series interests in the Late Stage Funds to 

investors located in this District. Furthermore, Defendants Cassino, DiTucci, and Rivera live in this 

District.  

DEFENDANTS 

16. Pirrello, age 47, resides in West Palm Beach, Florida, and Sparta, New Jersey.  

Pirrello was the founder and owner of Prior2IPO.  From 1996 to 2016, Pirrello was a registered 

representative associated with various broker-dealers registered with the Commission.  On August 

14, 2019, Pirrello was found liable for insider trading, and on September 9, 2019, the court entered a 

final judgment enjoining him from future violations of Sections 10(b) and 14(e) of the Exchange 

Act, and Rules 10b-5 and 14e-3 thereunder.  Securities and Exchange Commission v. Thomas W. 

Avent, Jr., et al., Case No. 1:16-cv-02459 (WMR) (N.D. Ga).  On September 23, 2019, the 

Commission barred Pirrello from associating with any broker, dealer, investment adviser, municipal 

securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating 

organization, and from participating in any offering of a penny stock.  Raymond J. Pirrello, Jr., 

Exchange Act Release No. 87044 (Sept. 23, 2019) (the “Order”).  From at least March 2019, Pirrello 

was not licensed or registered with the Commission in any capacity. 

17. Follano, age 38, resides in Hobe Sound, Florida, and Caldwell, New Jersey.  Follano 

was the founder, Managing Partner, and President of Late Stage Management and of several Late 

Stage Funds.  From 2006 to 2015, Follano was a registered representative associated with various 

broker-dealers registered with the Commission.  From at least March 2019, Follano was not licensed 

or registered with the Commission in any capacity. 

18. Cassino, age 60, resides in Miller Place, New York.  Cassino was a co-owner of Pre 

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IPO Marketing.  From 1993 to 2008, Cassino was a registered representative associated with various 

broker-dealers registered with the Commission.  From at least March 2019, Cassino was not licensed 

or registered with the Commission in any capacity. 

19. DiTucci, age 31, resides in Great Neck, New York.  DiTucci was a co-owner of Pre 

IPO Marketing.  From 2014 to 2016, DiTucci was a registered representative associated with various 

broker-dealers registered with the Commission.  From at least March 2019, DiTucci was not 

licensed or registered with the Commission in any capacity. 

20. Rivera, age 44, resides in Elmont, New York.  Rivera owns JL Rivera Enterprises.  

From 2000 to 2012, Rivera worked as a registered representative associated with various broker-

dealers registered with the Commission.  From at least March 2019, Rivera was not licensed or 

registered with the Commission in any capacity. 

21. Prior2IPO is a New Jersey corporation incorporated in February 2017 with its 

principal place of business in Sparta, New Jersey. Prior2IPO solicited investors for pre-IPO 

investment opportunities. It has never been registered with the Commission in any capacity. 

22. Late Stage Management is a Delaware limited liability company formed in 

February 2015 with its principal place of business in Montclair, New Jersey.  Late Stage Management 

was the manager to the various Late Stage Funds.  It has never been registered with the Commission 

in any capacity. 

23. Pre IPO Marketing is a New York corporation incorporated in July 2018 with its 

principal place of business in Freeport, New York.  Pre IPO Marketing operated as a branch office 

of Prior2IPO.  It has never been registered with the Commission in any capacity. 

24. JL Rivera Enterprises is a New York corporation incorporated in April 2020 with 

its principal place of business in Elmont, New York.  JL Rivera Enterprises operated as a branch 

office of Prior2IPO.  It has never been registered with the Commission in any capacity. 

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OTHER RELEVANT INDIVIDUALS AND ENTITIES 

25. Individual A, age 44, was the founder and President of Company A, and served as a 

manager for various Late Stage Funds.  From 2000 to 2015, Individual A was a registered 

representative associated with various broker-dealers registered with the Commission.  Individual A 

is not currently licensed or registered with the Commission in any capacity. 

26. Individual B age 33, was a registered representative associated with various 

Commission-registered broker-dealers between approximately 2011 to 2016.  On August 15, 2017, 

the Financial Industry Regulatory Authority (“FINRA”)—a self-regulatory organization to which 

most Commission-registered broker-dealers belong—barred Individual B from associating with any 

FINRA member firm in any capacity.  From in or around 2017, Individual B worked as a sales agent 

for Prior2IPO and also opened his own Prior2IPO affiliated sales office selling Late Stage Fund 

interests to investors.  Individual B is not currently licensed or registered with the Commission in 

any capacity. 

27. Individual C acted as a confidential source to law enforcement purporting to invest 

in Pre-IPO Shares held by the Late Stage Funds and solicit investors for the Late Stage Funds. 

28. Individual D acted as a confidential source to law enforcement purporting to solicit 

investors for Pre-IPO Shares held by the Late Stage Funds.  

29. Individual E acted as a confidential source to law enforcement purporting to solicit 

investors for Pre-IPO Shares held by the Late Stage Funds. 

30. Company A was a Delaware limited liability company formed in February 2015 and 

a New Jersey limited liability company formed in 2020 with its principal place of business in 

Montclair, New Jersey.  It was owned and controlled by Individual A.  Company A was a private 

investment company that used its proprietary capital to seek investments in late-stage, Pre-IPO 

Companies from existing shareholders that were primarily based in the United States. Company A 

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has never been registered with the Commission in any capacity. 

31. Valeo Capital Corporation (“Valeo Capital”) is a New Jersey corporation 

incorporated in June 2017 with its principal place of business in Sparta, New Jersey.  It was owned 

and controlled by Pirrello.   

32.  Vero Enterprise Holdings LLC (“Vero Enterprise”) is a New Jersey limited 

liability company formed in December 2018 with its principal place of business in Montclair, New 

Jersey.  It was owned and controlled by Follano.   

33. Pre-IPO Company A, Pre-IPO Company B, Pre-IPO Company C, Pre-IPO 

Company D, and Pre-IPO Company E were each Pre-IPO Companies for which the Late Stage 

Funds owned Pre-IPO Shares.  

FACTS 

I. BACKGROUND 

34. Pirrello, Follano, and Individual A are veterans of the securities industry.   

Since 2007, Pirrello, Follano, and Individual A have worked together, overlapping at various 

Commission-registered broker-dealers over the years.  

35. Since at least March 2019, Pirrello, Follano, and Individual A worked together to 

acquire Pre-IPO Shares and then sell to investors limited liability company membership interests in 

specific Series of Late Stage Funds that owned the rights to those Pre-IPO Shares (“Interests”). 

36. 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 

because they are not listed on a national securities exchange.  

37. Pre-IPO Shares are 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 above their pre-IPO price. 

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38. Together, Defendants sold these Interests to individual members of the investing 

public.   

II. THE LATE STAGE FUNDS’ SECURITIES OFFERINGS AND THE FALSE OR 
MISLEADING OFFERING MEMORANDA AND SIDE LETTERS.   

39. Individual A had primary responsibility for sourcing and acquiring Pre-IPO Shares 

on behalf of the Late Stage Funds. 

40. Individual A caused Company A to acquire Pre-IPO Shares.   

41. Then, through a series of open-ended stock purchase agreements, Follano, through 

Late Stage Management, caused the Late Stage Funds to purchase the rights to those Pre-IPO 

Shares from Company A.  

42. Even though the Late Stage Funds had purchased the rights to those Pre-IPO 

Shares, Company A held the shares until a liquidity event (typically, an IPO), at which time the 

shares were distributed to the management of the Late Stage Funds to deliver to their investors. 

43. The Late Stage Funds were a group of over fifty private investment funds, each of 

which was organized as a Delaware or New Jersey limited liability company.  

44. As described in offering documents and related materials, the Late Stage Funds 

acquired Pre-IPO Shares of various Pre-IPO Companies.  Each Late Stage Fund contained shares 

of numerous Pre-IPO Companies.  Each separate Series was established for the purpose of making 

an equity investment in a specific Pre-IPO Company. 

45. Late Stage Management’s business model was to sell Interests in an applicable Series 

of a Late Stage Fund to investors.     

46. Late Stage Management’s website advertised its offerings as a chance for investors to 

obtain access to Pre-IPO Shares of private companies.  

47. Pirrello, in consultation with Follano, set the equivalent price per share at which the 

corresponding Series Interests would be sold to investors. 

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48. Defendants, through Prior2IPO and several affiliated independent sales 

organizations (“ISOs”) operating under the Prior2IPO umbrella, solicited investors to purchase 

Interests in Series of the Late Stage Funds corresponding to shares in specific Pre-IPO Companies.  

To do so, Pirrello, Prior2IPO and its affiliated ISOs employed unregistered sales agents, including 

Cassino, DiTucci, and Rivera.  

49. The sales agents were compensated on a per share basis based on the number of Pre-

IPO Shares sold to the investing public. 

50. Late Stage Management sent prospective investors offering documents for the 

relevant Late Stage Fund.   

51. Each Late Stage Fund used similar offering documents containing substantially 

similar language, which included a general series investment letter, a private placement 

memorandum (“PPM”), a subscription booklet and operating agreement, a series-specific signature 

page to sign and date, and a suitability questionnaire, along with wire instructions for the fund.  

52. Follano was named in some of the PPMs as the “Managing Partner of Late Stage 

Asset management LLC since its inception.”   

53. Those PPMs touted Follano’s background and experience in the securities industry, 

including “expertise in private Pre-IPO opportunities.” 

54. None of the PPMs named Pirrello. 

55. The PPMs for the Late Stage Funds stated that during the term of each fund, “the 

Members will not be required to pay to the Fund any management fee” and that Late Stage 

Management or its affiliate “shall bear all the expenses of the Fund,” except the PPMs for certain 

funds specified that the investor “shall be responsible for any DTC transfer fee that may be imposed 

. . . in connection with the distribution of any Marketable Securities by the Company.”  

56. The PPMs also stated that Late Stage Management would receive a “carried interest” 

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equal to twenty percent of any net profits realized by the Fund at the time the underlying pre-IPO 

shares or the proceeds from the sales of such pre-IPO shares were distributed to investors.  In 

certain instances, Late Stage Management agreed to receive a lower percentage of the net profits 

(e.g., ten or fifteen percent) in its side letters with investors. 

57. The carried interest was to be paid as a percentage of the Pre-IPO Shares after the 

IPO.  In other words, Late Stage Management would keep its cut, generally twenty percent or less, 

as carried interest and transfer the remainder of the Pre-IPO Shares to investors.  

58. The PPMs also claimed that Late Stage Management and its affiliates “may” charge a 

“mark-up.”   

59. The PPMs did not disclose that investors were charged a markup on every 

investment transaction.  

60. Thus, investors who were told by Defendants that Defendants would only make 

money after a Pre-IPO Company went public believed that they were purchasing Series Interests 

backed by Pre-IPO Shares at approximately the same prices paid by the Late Stage Funds. 

61. If an investor wanted to invest in a Series, the investor sent back a completed 

subscription agreement, purchaser questionnaire, and money to Late State Management.  

62. Then, Late State Management sent the investor a side letter confirming the investor’s 

acquisition of Interests in a Series of a Late Stage Fund.   

63. The side letters included the amount of the investment, and the equivalent number 

of Pre-IPO Shares purchased by the investor.   

64. The side letter was signed by both the investor and the manager of the relevant Late 

Stage Fund.  

65. Follano signed numerous side letters as manager of several of the Late Stage Funds.  

66. The side letters stated that it was “a legally binding document that memorializes 

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various terms of the [i]nvestment that are (1) not documented elsewhere; and/or (ii) may conflict 

with various provisions of the limited liability company operating agreement of the [f]und.”   

67. Each side letter further provided that it “constitutes a valid and binding obligation of 

the Manager, the Fund and the Purchaser, and supersedes any actual or potentially conflicting 

wording in the Subscription Booklet of the Fund and the Operating Agreement.” 

68. The side letters also stated that “[t]here are no fees what-so-ever attached to this 

investment other than the [c]arried [i]nterest documented” in the side letter.  The side letters 

outlined the “carried interest” or profit-sharing percentage the parties agreed to, with the standard 

fee being twenty percent of any profit the investor realizes.  Certain side letters provided for a lower 

fee. 

69. For example, a side letter signed by Follano dated June 26, 2019 with an investor 

who purchased Series Interests corresponding to shares in Pre-IPO Company D advised that “[t]here 

are no fees what-so-ever attached to this investment other than the Carried Interest documented… 

above” and that “a[]ny other fees…shall be null and void.” 

70. Similarly, a side letter signed by Follano dated August 20, 2019 with another investor 

who purchased Series Interests corresponding to shares in Pre-IPO Company D also contained the 

exact same language.   

71. And, a side letter signed by Follano dated March 3, 2021 with an investor who 

purchased Series Interests corresponding to shares in Pre-IPO Company E advised that “[t]here are 

no fees what-so-ever attached to this investment other than the Carried Interest 

documented…above” and that “[a]ny other fees…shall be null and void.” 

72. Between approximately March 2019 and July 2022, Defendants sold Series Interests 

in the Late Stage Funds to more than 4,000 investors located nationwide and internationally. 

73. Between approximately March 2019 and July 2022, Defendants raised at least 

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approximately $528 million from investors for the Late Stage Funds. 

74. When Late Stage Management received money from investors, it transferred the 

investor funds to Company A.   

75. Notwithstanding the representations to the contrary described above, Defendants 

always charged substantial up-front fees on every investment in the form of an undisclosed 

markup—that is, the difference between the price at which Pirrello and Follano acquired the Pre-

IPO Shares and the price at which Defendants sold corresponding Series Interests to investors.   

76. The undisclosed markups ranged between 3% and 150% per Pre-IPO Company. 

77. Upon its receipt of investor funds, Company A distributed the undisclosed markups 

to Defendants by paying Vero Enterprise for Follano, Valeo Capital for Pirrello, and Defendants’ 

sales agents.   

78. In turn, Pirrello caused Valeo Capital to pay Defendants’ sales agents their 

transaction-based commissions based on the number of Pre-IPO Shares they sold to investors.  

79. Between 2019 and 2022, Valeo Capital received approximately $78 million from 

Company A, representing Pirrello and Defendants’ sales agents’ share of the undisclosed markups 

connected to the sale of securities to Late Stage Fund investors. 

80. Between 2019 and 2022, Vero Enterprise received approximately $10.3 million from 

Company A, representing Follano’s share of the undisclosed markups connected to the sale of 

securities to Late Stage Fund investors. 

III. DEFENDANTS FALSELY TOLD INVESTORS THERE WERE NO UPFRONT 
FEES IN OTHER COMMUNICATIONS. 

81. On its website, Prior2IPO advertised itself as “connect[ing] private accredited 

investors to shares of the largest industry disruptors.  Sometimes at discounts as much as 50% of the 

expected IPO.”   

82. The website further stated that the “Late Stage Investment Family of Funds” was 

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Prior2IPO’s “largest client” and listed the reasons Prior2PIO chose Late Stage Management, 

including because “there are no upfront fees.” 

83. This “no upfront fee” selling point was prominently featured by the Defendants in 

investor communications and marketing materials, including on Prior2IPO’s website, in its social 

media posts, its pitch books, in the scripts and written communications used by sales agents, in 

Prior2IPO videos posted on YouTube, LinkedIn and other social media sites, and on Prior2IPO-

related podcasts.  

84. Sales agents who wanted to sell Late Stage Fund Pre-IPO Shares, like Cassino, 

DiTucci, and Rivera, met with Pirrello, Follano, and Individual A at their offices in Montclair, New 

Jersey, to discuss the mechanics of the Prior2IPO and Late Stage Management business. 

85. To procure investments, Prior2IPO and its affiliated sales agents solicited potential 

investors through paid advertisements on various social media platforms such as Facebook and 

LinkedIn and through investor referrals.   

86. During solicitations, the sales agents made no mention of markups, let alone the 

exorbitant nature of the markups charged on every investment in the Late Stage Funds, in the 

advertisements, marketing materials, investor communications, or Late Stage Management’s and 

Prior2IPO’s websites. 

87. On sales calls with prospective investors, Pirrello, Follano, Cassino, DiTucci, Rivera, 

and other affiliated sales agents routinely pitched the Late Stage Funds’ offerings of Pre-IPO Shares 

by stating that, unlike other funds, the Late Stage Funds profited only by taking twenty percent of 

investors’ profits when the Pre-IPO Companies went public and did not charge any upfront fees or 

commissions.  

88. For example, during a recorded call on January 28, 2021, with Individual C, a sales 

agent, and a potential investor, Cassino falsely stated that there are “no fees on the front end, only 

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on the backend.  Twenty percent of the profit.” 

89. Similarly, during a call on February 28, 2022, with Individual C, Pirrello discussed 

Pre-IPO Shares in Pre-IPO Company A.  In response to Individual C asking whether he pays the 

same price that Late Stage pays, Pirrello falsely stated that “Late Stage always buys from where they 

buy at the price that you’re paying.”  In fact, Defendants charged a markup of approximately 50% 

on shares of Pre-IPO Company A.  

90. Likewise, during a call on March 2, 2022, with Individual C, Follano falsely 

confirmed that the Late Stage Funds did not charge any upfront fees and only took 20% of the 

profit on the back end.  He explained that he used to charge upfront fees, but he “[doesn’t] need to 

charge any upfront fees anymore,” that he “always felt it’s better up front for every dollar to go to 

work for you in the investment,” and that not charging upfront fees was a way to “separate[e] 

[him]self from everyone else.”   He further stated that “the only fee that you will pay is the same fee 

I pay from the brokerage firms to deliver me my shares…it’s like 75, 100 bucks.” 

91. And, during a call on March 8, 2022, with Individual D and a potential investor, 

Rivera falsely said that “we don’t charge any upfront fees” and that “the only fee that they do charge 

is on the backend.”  Rivera explained that it’s “kind of like a performance fee…it’s based off of the 

profits.  It’s called carried interest...it’s twenty percent of only the profits.”  

92. Based on representations by Pirrello, Follano, Cassino, DiTucci, Rivera, and other 

sales agents affiliated with Prior2IPO, investors generally understood that they were not being 

charged any upfront fees or commissions and that they were paying approximately the same price 

for Series Interests backed by Pre-IPO Shares that Late Stage Management paid to acquire its 

interest in the Pre-IPO Shares.  This understanding was important to investors’ decisions to invest 

in the Late Stage Funds. 

 

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IV. DEFENDANTS KNEW INVESTORS WERE BEING CHARGED MARKUPS. 

93. Defendants knew or recklessly disregarded that investors were being charged 

markups and actively concealed the markups from investors in order to procure investments.  

94. As the founder and President of Prior2IPO, Pirrello controlled the sales efforts for 

the Late Stage Funds.  Pirrello oversaw and managed the supervising sales agents of the ISOs 

affiliated with Prior2IPO, including Cassino, DiTucci, Rivera, Pre IPO Marketing, and JL Rivera 

Enterprises.   

95. In an email dated November 11, 2019, Pirrello instructed the sales agents associated 

with ISOs that if their emails used the name of the ISO, they should “edit the disclaimer to say you[’re] 

from Prior2IPO.”  

96. When Pirrello was not available for the sales agents, he directed the sales agents to 

contact Follano and Individual A. 

97. Pirrello directed Prior2IPO and its affiliated ISOs and sales agents, including Cassino, 

DiTucci, Rivera, Pre IPO Marketing, and JL Rivera Enterprises, to tell investors that there were no 

upfront fees, to never mention commissions, and to portray themselves as “marketers.”  Pirrello 

repeated these instructions during regular Zoom calls with the sales agents.  

98. For example, during a call on December 8, 2021, with sales agents, including Rivera, 

Pirrello cautioned that “no one gets paid commissions” and that “no one works for commissions.”  

Pirrello said that sales agents should never disclose the pricing sheets (which contained the purchase 

price and sale price of the Pre-IPO Shares) he circulated.  Pirrello further instructed the sales agents 

not to speak to regulators and to reach out to him if they were approached by regulators.  Pirrello also 

warned the sales agents that he was going to fire people who did not follow his instructions.  

99. Pirrello also regularly communicated with the sales agents, including Cassino, 

DiTucci, and Rivera, through email or by posting to a shared Dropbox account regarding the 

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inventory of available Pre-IPO Shares and their pricing.  

100. Cassino, DiTucci, and Rivera received Pirrello’s emails, and had access to the shared 

Dropbox account. 

101. Pirrello’s inventory lists, or pricing sheets, in the shared Dropbox account identified 

the fund’s cost, the fixed price(s) shares could be sold for, the number of shares available, the 

company’s outstanding shares, its current valuation, and its projected IPO valuation.  These pricing 

lists made clear to recipients that Prior2IPO was charging up-front markups on the Pre-IPO shares 

because sales agents could see that the prices they were selling Pre-IPO Shares to investors at was 

higher, and in many cases much higher, than the prices at which Late Stage Funds purchased the 

Pre-IPO Shares.  

102. The markups charged ranged between 3% and 150%.  

103. Pirrello also regularly texted the sales agents, including Cassino, DiTucci, and Rivera, 

about the markups for particular Pre-IPO Shares.  

104. For example, in a text message to Prior2IPO’s sales agents on June 20, 2020, which 

included Cassino, DiTucci, and Rivera, Pirrello texted, “just obtained 7000 more shares of [Pre-IPO 

Company B] … at $45 … first come first serve on money in … 55$ only on [Pre-IPO Company B] 

to [sic] to get … for clients.”  Thus, Pirrello’s text made clear that investors were being charged a 

22.2% markup.   

105. Similarly, in a text message to Prior2IPO’s sales agents on June 23, 2020, which 

included Cassino, DiTucci, and Rivera, Pirrello texted, “just acquired 2450 more shares of [Pre-IPO 

Company C] at 105$ go out at $125.”  Thus, Pirrello’s text made clear that investors were being 

charged a 19% markup.   

106. Using these numbers, sales agents kept track of their share of the markups for selling 

interests and later sent invoices to Pirrello through Valeo Capital.   

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107. Sales agents received their share of the upfront markups in cash and their share of 

the back-end carried interest in shares of the investors’ stock. 

108. Defendants also explained to potential sales agents how sales agents made money right 

away, despite telling investors that there were no upfront fees.  

109. For example, during a meeting on October 21, 2021, with Individual E, Pirrello 

explained that he set up the Late Stage Fund and the payment structure so that sales agents did not get 

paid from the fund.  Pirrello stated that he “g[ot] rid of the upfront fees” and though “we try to never 

use the term commissions…we try to average the guys around fifty.”  He then provided an example of 

certain Pre-IPO Shares that the Late Stage Funds acquired at $605 per share and were selling at $655 

or $725 per share.  He explained that brokers get paid “fifty percent of the markup that we created, 

and they get fifty percent of the carried interest.”  

110. Similarly, during a meeting on February 12, 2021, with Individual C and DiTucci, 

Cassino explained how the sales agent would make money upfront and on the back end if an investor 

he brought in purchased Series Interests.  Cassino explained that the investor would not know about 

the upfront profit because “the fund pays the branch and we pay you.” 

111. Likewise, during a meeting on February 16, 2022, Rivera explained to Individual D 

how he would be compensated by stating that “you get paid commission, you get paid on the backend 

for performance also.”   

112. And, during a call on March 8, 2022, Rivera explained to Individual D that, if he were 

to get an investor to invest in a particular Pre-IPO Company, the potential sales agent would make 

money upfront on the markup.  Rivera further assured the potential sales agent that investors would 

not know about the markups by stating, “as far as the clients are concerned, like, there’s no upfront 

fees.  There’s nothing on the paperwork, there’s no markup there or anything.  So, yeah, you don’t 

have to worry about that.”  

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113. Finally, during a call on March 16, 2022, call, Rivera explained to Individual D that 

the price of a stock’s IPO is what “affects the backend not what you’re going to make upfront …as 

far as what we get paid, no, that doesn’t change.  But, what changes is if [the investor] doesn’t make 

money, we don’t make money on the back, on profits, we don’t make anything on that end, on the 

backend.  So, in [the investor’s] eyes, we don’t make a commission.”  Rivera cautioned, “the client 

never sees the markups so don’t ever mention markups.” 

114. Defendants used the undisclosed markups to obtain upfront transaction-based 

compensation and to pay commissions to their unregistered sales agents.   

115. Defendants received a total of at least approximately $42 million—all before any 

investor obtained any profits and in addition to Late Stage Management’s percent of the profit on 

the backend.   

116. From March 2019 to July 2022, Pirrello, directly and through Valeo Capital, received 

approximately $18.9 million in undisclosed markups.  

117. From March 2019 to July 2022, Follano, through Vero Enterprise, received 

approximately $10.3 million in undisclosed markups.  

118. Follano knew the amounts he received were for undisclosed markups—not backend 

profits after an IPO—because he received these amounts in cash (not stock) and because he received 

these amounts before the underlying companies had held an IPO or other liquidity event.  

119. From March 2019 to July 2022, Cassino and DiTucci, through Pre IPO Marketing, 

received approximately $9.3 million in undisclosed markups.  

120. From March 2019 to July 2022, Rivera, through JL Rivera Enterprises, received 

approximately $3.6 million in undisclosed markups.  

V. DEFENDANTS CONCEALED PIRRELLO’S IDENTITY. 

121. Defendants concealed Pirrello’s identity to hide his disciplinary history—his liability 

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for insider trading in a prior Commission enforcement action and his Commission bar order—from 

prospective investors. 

122. In a version of the Prior2IPO pitch deck circulated to Defendants’ sales agents for 

soliciting investors, Pirrello was identified as “Our Founder Raymond John,” alongside his picture. 

123. Similarly, Pirrello’s signature block on his Prior2IPO email account identified him as 

“Raymond John” and as the founder of Prior2IPO.   

124. Pirrello used this email account to email Follano, Cassino, DiTucci, and Rivera, 

among others.  

125. During a meeting on October 21, 2021, with Individual E, Pirrello explained why he 

concealed his identity.  He noted, “I got in trouble back in ’16 for trades that were done in ’11…it 

was an insider trading thing” and that the case “ended up going civil and I lost the civil trial.”  

Pirrello further explained, “[F]or me, I said you have to separate church from state and mostly it was 

to isolate me from the whole game, right?  I figured if I was involved, and I lost my case, that it 

would, it would, you know, wreck the whole thing anyway, so I wanted to keep my name out of it.  

So, I said let’s start a marketing company.” 

126. Follano, Cassino, DiTucci, and Rivera knew or recklessly disregarded that Pirrello 

concealed his identity in the sale of the Pre-IPO Shares of the Late Stage Funds.  

127. For example, during a January 28, 2021, call among Cassino, Individual C, and other 

sales agents, Cassino was asked for Pirrello’s last name to look up Pirrello, and Cassino replied, 

“[T]hat’s a bad idea…he had some regulatory issues.”  

128. Similarly, during a February 12, 2021, meeting among Individual C, Cassino, and 

DiTucci, Individual C wondered how Pirrello was the boss because “that guy Roy, Ray…I looked at 

him, I googled him and I’m like how…is this guy the boss? He looks like a…mess…I gotta worry 

about this guy paying me...I was a little nervous.”  Cassino assured the potential sales agent that he 

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would get paid and DiTucci told him not to worry because “you’re never going to hear the name 

Raymond ever.” 

129. And, in a March 24, 2022, recording call between Rivera and Individual D, Individual 

D stated that a potential investor asked Individual D if he was friends with Ray because the potential 

investor was “poking around and…sounded concerned. So…I brushed him off…and then I was 

like let me find out from Joe before I tell him anything. I don’t want to tell him the wrong thing.” 

Rivera replied, “I have known Ray personally. I mean, I’ve known Ray for years.” Rivera then stated 

he is “curious to know how he knows Ray,” asked for the investor’s last name, and stated that “I’ll 

ask Ray too, like, how he knows him.” 

130. Despite Pirrello’s role in structuring and managing the Late Stage Funds, Pirrello and 

Follano purposefully left Pirrello’s name off documents relating to the Late Stage Funds.  

131. Pirrello and Follano knew about Pirrello’s essential role with respect to the Late Stage 

Funds.   

132. For example, during a meeting on October 21, 2021, with Individual E, Pirrello 

acknowledged that “we set the fund up,” referring to himself, and his “friends” and “partners,” 

meaning Follano and Individual A. 

133. Defendants concealed Pirrello’s identity because they knew that Pirrello’s prior 

regulatory troubles would impact investors’ decisions to invest in the Late Stage Funds and run afoul 

of the Commission’s regulations.   

VI. THE OFFERINGS OF SERIES INTERESTS IN THE LATE STAGE 
FUNDS VIOLATED OFFER AND SALE REGISTRATION PROVISIONS.  

134. 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. 

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135. None of the Series Interests offered or sold by Defendants were offered or sold 

pursuant to a registration statement filed with the Commission. 

136. No valid exemptions from registration applied.  

137. Defendants 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) (“Section 4(a)(2)”) for qualifying private 

offerings. 

138. The offerings of the Series interests in the Late Stage Funds did not qualify for a safe-

harbor exemption under Rule 506(b) because Defendants used general solicitation by advertising their 

offerings on social media.  

139. However, the sales of Series Interests did not qualify for a safe-harbor exemption 

because of Pirrello’s role, including as a key promoter behind soliciting investors in these securities 

offerings after September 23, 2019, when he was barred from association with, among other entities, 

any broker, dealer, or investment adviser and was deemed a “bad actor” under Rule 506(d) for 

purposes of Rule 506(b) and (c) [17 C.F.R. § 230.506(d)(1)(vi)].  

140. As alleged in Paragraph 133, during a meeting on October 21, 2021, with Individual E, 

Pirrello stated that “we set the fund up,” referring to himself, and his “friends” and “partners,” 

meaning Follano and Individual A. Pirrello also acknowledged his management of the Late Stage 

Funds and stated that “Prior2IPO…[is] the largest pre-IPO marketing company in the world.  And we 

have a pretty interesting structure, but Late Stage Funds is us, so all of our business goes into the Late 

Stage Funds.”   

141. Similarly, Individual B was barred by FINRA in August 2017 and was disqualified as a 

“bad actor” under Rule 506(c) [17 C.F.R. § 230.506(d)(1)(vi)].  Individual B’s involvement as a sales 

agent who was paid for soliciting investors for Defendants in and after March 2019 similarly 

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disqualifies the offerings from a registration exemption. 

VII. DEFENDANTS’ SALES EFFORTS VIOLATED THE BROKER-DEALER 
REGISTRATION PROVISIONS AND PERILLO VIOLATED HIS BAR 
ORDER. 

 
142. 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). 

143. To sell the Series Interests to investors, Defendants worked with a network of sales 

agents who were not licensed broker-dealers or associated with registered brokerage firms.  In fact, 

one sales agent, Individual B, had been barred from working as a securities broker by FINRA. 

144. Pirrello and Follano met with each supervisory sales agent who joined their sales 

force to go over the structure, procedures, and inner workings of their pre-IPO business.   

145. Follano had primary responsibility for handling customer funds which were 

deposited into bank accounts held by the various Late Stage Funds and controlled by Follano.  

146. Pirrello had primary responsibility for managing the sales agents and directed a 

network of sales agents around the country through which he controlled the sales efforts for the 

Late Stage Funds. 

147. During a meeting on October 21, 2021, with Individual E, Pirrello stated that “we 

have offices all over the country” and “we got 200 guys” working as sales agents.  

148. Pirrello provided sales agents affiliated with Prior2IPO, including Cassino, DiTucci, 

and Rivera, with access to Prior2IPO’s proprietary back-office system to enter orders, keep track of 

investor accounts, view each affiliated ISO’s monthly sales totals, and access templates he created 

for communications with investors, such as email formats and disclaimers. 

149. Pirrello also provided many of these sales agents with email addresses that 

identified them as employees of Prior2IPO.  

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150. Additionally, as alleged in paragraph 96, Pirrello instructed the sales agents who used 

emails associated with their ISOs to “edit the disclaimer to say you[’re] from Prior2IPO.” 

151. Prior2IPO and its affiliated ISOs ran makeshift offices used to solicit investors, 

located in this District and elsewhere including, but not limited to, other locations in New York, 

New Jersey, and Florida.  

152. Over time, in an effort to obscure the relationship between Prior2IPO, its affiliated 

ISOs, and Late Stage Management, Pirrello used a separate entity, Valeo Capital, to enter into 

introducing agreements (“Introducing Agreements”) with approximately twenty active affiliated 

ISOs that functioned as branch offices of Prior2IPO, including Pre IPO Marketing and JL Rivera 

Enterprises.  

153. Pirrello typically signed the Introducing Agreements.  

154. The Introducing Agreements specified that the introducers or ISO affiliates were 

not licensed broker-dealers or registered representatives under any state or federal securities laws.  

155. Yet, pursuant to these Introducing Agreements, the ISO affiliates would receive 

monthly transaction-based compensation from Valeo Capital for the Late Stage Fund investors that 

they successfully solicited pursuant to their individual fee-splitting arrangements with Pirrello.  

156. The commissions—transaction-based compensation that was a percentage of the 

amounts of money each ISO affiliate raised for the Late Stage Funds—received by the ISO, including 

Pre IPO Marketing and JL Rivera Enterprises, was funded from the undisclosed upfront markups 

Defendants charged the investors in the Late Stage Funds for Pre-IPO Shares.   

157. Pirrello and Follano caused the payment of the commissions to the supervisory 

sales agents, including Cassino, DiTucci, and Rivera.   

158. Pirrello and Follano also paid themselves their portion of the undisclosed upfront 

markups. 

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159. From at least March 1, 2019, through July 2022, Valeo Capital paid approximately 

$60 million of the markups it received from Company A in the form of undisclosed commissions to 

Prior2IPO and its affiliated ISOs while retaining over $18 million for Pirrello. 

160. Pirrello, Follano, Cassino, DiTucci, and Rivera were also unregistered sales agents 

who acted as securities brokers. 

161. After being barred in September 2019, Pirrello continued to manage the Late Stage 

Funds’ sales force, which solicited investments in the Series Interests. 

162. Cassino, DiTucci, and Rivera participated with regularity in the selling of securities; 

their job was to solicit investors for the Late Stage Funds.  They each personally communicated with 

investors about the Late Stage Funds and recommended investments to investors. 

163. In a text message to Prior2IPO’s sales agents on June 12, 2020, which included 

Cassino, DiTucci, and Rivera, Pirrello texted, “[a]nd the weekly winner is drumroll Bobby and 

Anthony take the week,” referring to Cassino and DiTucci being the top producers of investments 

that week.  

164. Additionally, Cassino, DiTucci, and Rivera and their companies, Pre IPO Marketing 

and JL Rivera Enterprises, hired, supervised, and directed others to act as unregistered sales agents 

of the Late Stage Funds.   

165. Defendants knew that the sales agents they recruited to sell securities for the Late 

Stage Funds were not associated with a registered broker at the time of those sales. 

166. For example, during a December 8, 2021, video call with sales agents, including 

Rivera, Pirrello cautioned that “we should not ever represent ourselves as Late Stage” and that “the 

fund does not have salespeople” because the sales agents were not licensed.  He explained that he 

intentionally set up the fund this way, and “we’ve created the largest marketing company in the world 

in Pre-IPO…we sell our leads.  Nobody gets paid a commission.  There is no pricing that is ever to be 

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divulged to anybody in the world of what we do in terms of our marketing expenses…nobody works 

for commission ever.  It’s marketing fees.” 

167. Though Pirrello, Cassino, DiTucci, and Rivera disseminated the false narrative that 

they were “marketing” investments in the Late Stage Funds, in fact, Pirrello, Cassino, DiTucci, 

Rivera, Prior2IPO, Pre IPO Marketing, and JL Rivera Enterprises sold securities to investors for 

transaction-based compensation.   

168. During a meeting on October 21, 2021, with Individual E, Pirrello explained that 

“Prior2IPO…[is] the largest pre-IPO marketing company in the world. And we have a pretty 

interesting structure, but Late Stage Funds is us, so all of our business goes into the Late Stage 

Funds.”  When asked if Follano “runs for the fund for you?,” Pirrello replied that Follano “runs 

Late Stage” and agreed that Follano “essentially works for” Pirrello.  

169. Exchange Act Section 15(b)(6)(B)(i) makes it unlawful for any person who is barred 

by the Commission from associating with a broker-dealer “to become, or to be, associated with 

a broker or dealer in contravention of such order,” without the consent of the Commission. [15 

U.S.C. § 78o(b)(6)(B)(i)]). 

170. By acting as a securities broker, Pirrello violated the September 23, 2019 

Commission order barring him from associating with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical 

rating organization, and from participating in any offering of a penny stock. 

171. All of Pirrello, Follano, Cassino, DiTucci, and Rivera’s false and misleading 

statements and omissions, their additional deceptive conduct, and their knowledge, recklessness 

and/or negligence were and are imputed to their companies, Prior2IPO, Late Stage Management, Pre 

IPO Marketing (Cassino and DiTucci), and JL Rivera Enterprises, respectively. 

 

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

(All Defendants) 
 

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

paragraphs 1 through 7, 9 through 134, and 144 through 168. 

173. Defendants, 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, (1) knowingly or recklessly have employed one or more devices, 

schemes or artifices to defraud, (2) 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 (3) 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. 

174. By reason of the foregoing, Defendants, 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 
Aiding and Abetting Violations of Securities Act Section 17(a)  

(Pirrello and Follano) 
 

175. The Commission re-alleges and incorporates by reference here the 

allegations in paragraphs 1 through 7, 9 through 134, and 144 through 168. 

176. Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO 

Marketing, and JL Rivera Enterprises violated Securities Act Section 17(a) in the offer or sale 

of the Series Interests. 

177. Specifically, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, 

Pre IPO Marketing, and JL Rivera Enterprises, directly or indirectly, singly or in concert, in 

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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. 

178. Pirrello and Follano knowingly or recklessly provided substantial assistance 

to the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO 

Marketing, and JL Rivera Enterprises. 

179. By reason of the foregoing, Pirrello and Follano are liable pursuant to 

Securities Act Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting the violations by 

Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL 

Rivera Enterprises of Securities Act 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Pirrello 

and Follano will again aid and abet these violations. 

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

(All Defendants) 
 

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

paragraphs 1 through 7, 9 through 134, and 144 through 168. 

181. Defendants, 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 

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30 

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. 

182. By reason of the foregoing, Defendants, 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. § 240.10b-5]. 

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

(Pirrello and Follano) 
 

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

paragraphs 1 through 7, 9 through 134, and 144 through 168. 

184. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre 

IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

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

185. Pirrello and Follano knowingly or recklessly provided substantial assistance to 

Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera 

Enterprises with respect to their violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

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

186. By reason of the foregoing, Pirrello and Follano are liable pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting the violations by Cassino, DiTucci, Rivera, 

Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Exchange Act 

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

unless enjoined, Pirrello and Follano will again aid and abet these violations. 

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

(Pirrello) 

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

paragraphs 1 through 7, 9 through 134, and 144 through 168.  

188. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre 

IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

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

189. At all relevant times, Pirrello controlled Cassino, DiTucci, Rivera, Prior2IPO, Late 

Stage Management, Pre IPO Marketing, and JL Rivera Enterprises and was a culpable participant in 

the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, 

and JL Rivera Enterprises of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

190. By reason of the foregoing, pursuant to Exchange Act Section 20(a) [15 U.S.C. 

§ 78t(a)], Pirrello is liable as a control person for the violations by Cassino, DiTucci, Rivera, 

Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Exchange Act 

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

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

(All Defendants) 

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

paragraphs 1 through 7, 9 through 121, and 143 through 168. 

192. 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 any means or instrumentality 

of interstate commerce to effect transactions in, or to induce or attempt to induce the purchase or 

sale of, any security without being registered with the Commission as a broker-dealer.  

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

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

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

(Pirrello and Follano) 
 

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

paragraphs 1 through 7, 9 through 121, and 143 through 168. 

195. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre 

IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]. 

196. Pirrello and Follano knowingly or recklessly provided substantial assistance to 

Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera 

Enterprises with respect to their violations of Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]. 

197. By reason of the foregoing, Pirrello and Follano are liable pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting the violations by Cassino, DiTucci, Rivera, 

Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises of Exchange Act 

Section 15(a) [15 U.S.C. § 78o(a)] and, unless enjoined, Pirrello and Follano will again aid and abet 

these violations. 

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

(All Defendants) 

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

paragraphs 1 through 7 and 9 through 142. 

199. Defendants, directly or indirectly, singly or in concert, and notwithstanding the fact 

that there was no applicable exemption: (a) made use of 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; (b) for the 

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purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in 

interstate commerce, by any means or instruments of transportation, securities as to which no 

registration statement was in effect; and/or (c) made use of means or instruments of transportation 

or communication in interstate commerce or of the mails to offer to sell or offer to buy, through the 

use or medium of a prospectus or otherwise, securities as to which no registration statement had 

been filed. 

200. By reason of the foregoing, Defendants violated and, unless enjoined, will again 

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

NINTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 15(b)(6)(B)(i) 

(Pirrello) 
 

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

paragraphs 1 through 117 and 143 through 170. 

202. Pirrello, having been previously barred by the Commission from associating with a 

broker-dealer effective September 23, 2019, and with such previous bar being in effect, willfully 

associated with a broker-dealer without the consent of the Commission.  

203. By reason of the foregoing, Pirrello violated, and, unless enjoined, will again violate 

Exchange Act Section 15(b)(6)(B)(i) [15 U.S.C. § 78o(b)(6)(B)(i)]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Defendants and their agents, servants, employees and attorneys and 

all persons in active concert or participation with any of them from violating, directly or indirectly, 

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

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

§§ 240.10b-5]; and permanently enjoining Pirrello and his agents, servants, employees and attorneys 

and all persons in active concert or participation with any of them from violating, directly or 

indirectly, Section 15(b)(6)(B)(i) of the Exchange Act [15 U.S.C. § 78o(b)(6)(B)(i)]. 

II. 

Ordering (i) Pirrello, (ii) Follano, (iii) Cassino, DiTucci, and Pre IPO Marketing jointly and 

severally, and (iv) Rivera and JL Rivera Enterprises jointly and severally to disgorge all ill-gotten 

gains they received directly or indirectly, with pre-judgment interest thereon, as a result of the alleged 

violations, 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 monetary penalties under Securities Act Section 20(d) 

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

IV. 

Permanently prohibiting Pirrello, Follano, Cassino, DiTucci, and Rivera from serving as an 

officer or director of any company that has a class of securities registered under Exchange Act 

Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 

U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act 

Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; 

 

 

 

 

 

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V. 

 Granting any other and further relief this Court may deem just and proper.  

 

JURY DEMAND 

 The Commission demands a trial by jury.  

 
 
Dated: New York, New York 

December 6, 2023 
____/s/ Antonia M. Apps_________________  
ANTONIA M. APPS  
REGIONAL DIRECTOR  
Sheldon L. Pollock 
Gerald A. Gross  
Debra Jaroslawicz 
Karen M. Lee 
Zheng (Jane) He 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0142 (Jaroslawicz) 
[email protected]  

 

Case 1:23-cv-08953   Document 1   Filed 12/06/23   Page 35 of 35 PageID #: 35


	antonia M. apps
	Regional Director
	Sheldon L. Pollock
	Gerald A. Gross
	Debra Jaroslawicz
	Karen M. Lee
	Zheng (Jane) He
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-0142 (Jaroslawicz)
	[email protected]
	Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against Defendants Raymond J. Pirrello, Jr. (“Pirrello”), Marcello Follano (“Follano”), Robert Cassino (“Cassino”), Anthony DiTucci (“DiTucci”), Joseph Rivera (“Rivera”), P...
	SUMMARY
	VIOLATIONS
	9. By virtue of the foregoing conduct and as alleged further herein, Defendants 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 Securiti...
	10. 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
	11. 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)], and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)].
	12. The Commission seeks a final judgment: (a) permanently enjoining Defendants from violating the federal securities laws and rules this Complaint alleges they have violated, alleges they have aided and abetting violations of, or alleges they are lia...
	JURISDICTION AND VENUE
	13. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
	14. 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.
	15. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants worked with sales agents located in this District, as well as nationwide, to solicit investors for the ...
	DEFENDANTS
	16. Pirrello, age 47, resides in West Palm Beach, Florida, and Sparta, New Jersey.  Pirrello was the founder and owner of Prior2IPO.  From 1996 to 2016, Pirrello was a registered representative associated with various broker-dealers registered with th...
	17. Follano, age 38, resides in Hobe Sound, Florida, and Caldwell, New Jersey.  Follano was the founder, Managing Partner, and President of Late Stage Management and of several Late Stage Funds.  From 2006 to 2015, Follano was a registered representat...
	18. Cassino, age 60, resides in Miller Place, New York.  Cassino was a co-owner of Pre IPO Marketing.  From 1993 to 2008, Cassino was a registered representative associated with various broker-dealers registered with the Commission.  From at least Mar...
	19. DiTucci, age 31, resides in Great Neck, New York.  DiTucci was a co-owner of Pre IPO Marketing.  From 2014 to 2016, DiTucci was a registered representative associated with various broker-dealers registered with the Commission.  From at least March...
	20. Rivera, age 44, resides in Elmont, New York.  Rivera owns JL Rivera Enterprises.  From 2000 to 2012, Rivera worked as a registered representative associated with various broker-dealers registered with the Commission.  From at least March 2019, Riv...
	21. Prior2IPO is a New Jersey corporation incorporated in February 2017 with its principal place of business in Sparta, New Jersey. Prior2IPO solicited investors for pre-IPO investment opportunities. It has never been registered with the Commission in...
	22. Late Stage Management is a Delaware limited liability company formed in February 2015 with its principal place of business in Montclair, New Jersey.  Late Stage Management was the manager to the various Late Stage Funds.  It has never been registe...
	23. Pre IPO Marketing is a New York corporation incorporated in July 2018 with its principal place of business in Freeport, New York.  Pre IPO Marketing operated as a branch office of Prior2IPO.  It has never been registered with the Commission in any...
	24. JL Rivera Enterprises is a New York corporation incorporated in April 2020 with its principal place of business in Elmont, New York.  JL Rivera Enterprises operated as a branch office of Prior2IPO.  It has never been registered with the Commission...
	OTHER RELEVANT INDIVIDUALS AND ENTITIES
	25. Individual A, age 44, was the founder and President of Company A, and served as a manager for various Late Stage Funds.  From 2000 to 2015, Individual A was a registered representative associated with various broker-dealers registered with the Com...
	26. Individual B age 33, was a registered representative associated with various Commission-registered broker-dealers between approximately 2011 to 2016.  On August 15, 2017, the Financial Industry Regulatory Authority (“FINRA”)—a self-regulatory orga...
	27. Individual C acted as a confidential source to law enforcement purporting to invest in Pre-IPO Shares held by the Late Stage Funds and solicit investors for the Late Stage Funds.
	28. Individual D acted as a confidential source to law enforcement purporting to solicit investors for Pre-IPO Shares held by the Late Stage Funds.
	29. Individual E acted as a confidential source to law enforcement purporting to solicit investors for Pre-IPO Shares held by the Late Stage Funds.
	30. Company A was a Delaware limited liability company formed in February 2015 and a New Jersey limited liability company formed in 2020 with its principal place of business in Montclair, New Jersey.  It was owned and controlled by Individual A.  Comp...
	32.  Vero Enterprise Holdings LLC (“Vero Enterprise”) is a New Jersey limited liability company formed in December 2018 with its principal place of business in Montclair, New Jersey.  It was owned and controlled by Follano.
	33. Pre-IPO Company A, Pre-IPO Company B, Pre-IPO Company C, Pre-IPO Company D, and Pre-IPO Company E were each Pre-IPO Companies for which the Late Stage Funds owned Pre-IPO Shares.
	34. Pirrello, Follano, and Individual A are veterans of the securities industry.
	Since 2007, Pirrello, Follano, and Individual A have worked together, overlapping at various Commission-registered broker-dealers over the years.
	35. Since at least March 2019, Pirrello, Follano, and Individual A worked together to acquire Pre-IPO Shares and then sell to investors limited liability company membership interests in specific Series of Late Stage Funds that owned the rights to thos...
	36. 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 because they are not listed on a national securities exchange.
	37. Pre-IPO Shares are 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 above their pre-IPO price.
	38. Together, Defendants sold these Interests to individual members of the investing public.
	II. THE LATE STAGE FUNDS’ SECURITIES OFFERINGS AND THE FALSE OR MISLEADING OFFERING MEMORANDA AND SIDE LETTERS.
	39. Individual A had primary responsibility for sourcing and acquiring Pre-IPO Shares on behalf of the Late Stage Funds.
	40. Individual A caused Company A to acquire Pre-IPO Shares.
	41. Then, through a series of open-ended stock purchase agreements, Follano, through Late Stage Management, caused the Late Stage Funds to purchase the rights to those Pre-IPO Shares from Company A.
	42. Even though the Late Stage Funds had purchased the rights to those Pre-IPO Shares, Company A held the shares until a liquidity event (typically, an IPO), at which time the shares were distributed to the management of the Late Stage Funds to delive...
	43. The Late Stage Funds were a group of over fifty private investment funds, each of which was organized as a Delaware or New Jersey limited liability company.
	44. As described in offering documents and related materials, the Late Stage Funds acquired Pre-IPO Shares of various Pre-IPO Companies.  Each Late Stage Fund contained shares of numerous Pre-IPO Companies.  Each separate Series was established for th...
	45. Late Stage Management’s business model was to sell Interests in an applicable Series of a Late Stage Fund to investors.
	46. Late Stage Management’s website advertised its offerings as a chance for investors to obtain access to Pre-IPO Shares of private companies.
	47. Pirrello, in consultation with Follano, set the equivalent price per share at which the corresponding Series Interests would be sold to investors.
	48. Defendants, through Prior2IPO and several affiliated independent sales organizations (“ISOs”) operating under the Prior2IPO umbrella, solicited investors to purchase Interests in Series of the Late Stage Funds corresponding to shares in specific P...
	49. The sales agents were compensated on a per share basis based on the number of Pre-IPO Shares sold to the investing public.
	50. Late Stage Management sent prospective investors offering documents for the relevant Late Stage Fund.
	51. Each Late Stage Fund used similar offering documents containing substantially similar language, which included a general series investment letter, a private placement memorandum (“PPM”), a subscription booklet and operating agreement, a series-spe...
	52. Follano was named in some of the PPMs as the “Managing Partner of Late Stage Asset management LLC since its inception.”
	53. Those PPMs touted Follano’s background and experience in the securities industry, including “expertise in private Pre-IPO opportunities.”
	54. None of the PPMs named Pirrello.
	55. The PPMs for the Late Stage Funds stated that during the term of each fund, “the Members will not be required to pay to the Fund any management fee” and that Late Stage Management or its affiliate “shall bear all the expenses of the Fund,” except ...
	56. The PPMs also stated that Late Stage Management would receive a “carried interest” equal to twenty percent of any net profits realized by the Fund at the time the underlying pre-IPO shares or the proceeds from the sales of such pre-IPO shares were...
	57. The carried interest was to be paid as a percentage of the Pre-IPO Shares after the IPO.  In other words, Late Stage Management would keep its cut, generally twenty percent or less, as carried interest and transfer the remainder of the Pre-IPO Sha...
	58. The PPMs also claimed that Late Stage Management and its affiliates “may” charge a “mark-up.”
	59. The PPMs did not disclose that investors were charged a markup on every investment transaction.
	60. Thus, investors who were told by Defendants that Defendants would only make money after a Pre-IPO Company went public believed that they were purchasing Series Interests backed by Pre-IPO Shares at approximately the same prices paid by the Late St...
	61. If an investor wanted to invest in a Series, the investor sent back a completed subscription agreement, purchaser questionnaire, and money to Late State Management.
	62. Then, Late State Management sent the investor a side letter confirming the investor’s acquisition of Interests in a Series of a Late Stage Fund.
	63. The side letters included the amount of the investment, and the equivalent number of Pre-IPO Shares purchased by the investor.
	64. The side letter was signed by both the investor and the manager of the relevant Late Stage Fund.
	65. Follano signed numerous side letters as manager of several of the Late Stage Funds.
	66. The side letters stated that it was “a legally binding document that memorializes various terms of the [i]nvestment that are (1) not documented elsewhere; and/or (ii) may conflict with various provisions of the limited liability company operating ...
	67. Each side letter further provided that it “constitutes a valid and binding obligation of the Manager, the Fund and the Purchaser, and supersedes any actual or potentially conflicting wording in the Subscription Booklet of the Fund and the Operatin...
	68. The side letters also stated that “[t]here are no fees what-so-ever attached to this investment other than the [c]arried [i]nterest documented” in the side letter.  The side letters outlined the “carried interest” or profit-sharing percentage the ...
	69. For example, a side letter signed by Follano dated June 26, 2019 with an investor who purchased Series Interests corresponding to shares in Pre-IPO Company D advised that “[t]here are no fees what-so-ever attached to this investment other than the...
	70. Similarly, a side letter signed by Follano dated August 20, 2019 with another investor who purchased Series Interests corresponding to shares in Pre-IPO Company D also contained the exact same language.
	71. And, a side letter signed by Follano dated March 3, 2021 with an investor who purchased Series Interests corresponding to shares in Pre-IPO Company E advised that “[t]here are no fees what-so-ever attached to this investment other than the Carried...
	72. Between approximately March 2019 and July 2022, Defendants sold Series Interests in the Late Stage Funds to more than 4,000 investors located nationwide and internationally.
	73. Between approximately March 2019 and July 2022, Defendants raised at least approximately $528 million from investors for the Late Stage Funds.
	74. When Late Stage Management received money from investors, it transferred the investor funds to Company A.
	75. Notwithstanding the representations to the contrary described above, Defendants always charged substantial up-front fees on every investment in the form of an undisclosed markup—that is, the difference between the price at which Pirrello and Folla...
	76. The undisclosed markups ranged between 3% and 150% per Pre-IPO Company.
	77. Upon its receipt of investor funds, Company A distributed the undisclosed markups to Defendants by paying Vero Enterprise for Follano, Valeo Capital for Pirrello, and Defendants’ sales agents.
	78. In turn, Pirrello caused Valeo Capital to pay Defendants’ sales agents their transaction-based commissions based on the number of Pre-IPO Shares they sold to investors.
	79. Between 2019 and 2022, Valeo Capital received approximately $78 million from Company A, representing Pirrello and Defendants’ sales agents’ share of the undisclosed markups connected to the sale of securities to Late Stage Fund investors.
	80. Between 2019 and 2022, Vero Enterprise received approximately $10.3 million from Company A, representing Follano’s share of the undisclosed markups connected to the sale of securities to Late Stage Fund investors.
	III. DEFENDANTS FALSELY TOLD INVESTORS THERE WERE NO UPFRONT FEES IN OTHER COMMUNICATIONS.
	81. On its website, Prior2IPO advertised itself as “connect[ing] private accredited investors to shares of the largest industry disruptors.  Sometimes at discounts as much as 50% of the expected IPO.”
	82. The website further stated that the “Late Stage Investment Family of Funds” was Prior2IPO’s “largest client” and listed the reasons Prior2PIO chose Late Stage Management, including because “there are no upfront fees.”
	83. This “no upfront fee” selling point was prominently featured by the Defendants in investor communications and marketing materials, including on Prior2IPO’s website, in its social media posts, its pitch books, in the scripts and written communicati...
	84. Sales agents who wanted to sell Late Stage Fund Pre-IPO Shares, like Cassino, DiTucci, and Rivera, met with Pirrello, Follano, and Individual A at their offices in Montclair, New Jersey, to discuss the mechanics of the Prior2IPO and Late Stage Man...
	85. To procure investments, Prior2IPO and its affiliated sales agents solicited potential investors through paid advertisements on various social media platforms such as Facebook and LinkedIn and through investor referrals.
	86. During solicitations, the sales agents made no mention of markups, let alone the exorbitant nature of the markups charged on every investment in the Late Stage Funds, in the advertisements, marketing materials, investor communications, or Late Sta...
	87. On sales calls with prospective investors, Pirrello, Follano, Cassino, DiTucci, Rivera, and other affiliated sales agents routinely pitched the Late Stage Funds’ offerings of Pre-IPO Shares by stating that, unlike other funds, the Late Stage Funds...
	88. For example, during a recorded call on January 28, 2021, with Individual C, a sales agent, and a potential investor, Cassino falsely stated that there are “no fees on the front end, only on the backend.  Twenty percent of the profit.”
	89. Similarly, during a call on February 28, 2022, with Individual C, Pirrello discussed Pre-IPO Shares in Pre-IPO Company A.  In response to Individual C asking whether he pays the same price that Late Stage pays, Pirrello falsely stated that “Late S...
	90. Likewise, during a call on March 2, 2022, with Individual C, Follano falsely confirmed that the Late Stage Funds did not charge any upfront fees and only took 20% of the profit on the back end.  He explained that he used to charge upfront fees, bu...
	91. And, during a call on March 8, 2022, with Individual D and a potential investor, Rivera falsely said that “we don’t charge any upfront fees” and that “the only fee that they do charge is on the backend.”  Rivera explained that it’s “kind of like a...
	92. Based on representations by Pirrello, Follano, Cassino, DiTucci, Rivera, and other sales agents affiliated with Prior2IPO, investors generally understood that they were not being charged any upfront fees or commissions and that they were paying ap...
	IV. Defendants Knew Investors WERE BEING CHARGED Markups.
	93. Defendants knew or recklessly disregarded that investors were being charged markups and actively concealed the markups from investors in order to procure investments.
	94. As the founder and President of Prior2IPO, Pirrello controlled the sales efforts for the Late Stage Funds.  Pirrello oversaw and managed the supervising sales agents of the ISOs affiliated with Prior2IPO, including Cassino, DiTucci, Rivera, Pre IP...
	95. In an email dated November 11, 2019, Pirrello instructed the sales agents associated with ISOs that if their emails used the name of the ISO, they should “edit the disclaimer to say you[’re] from Prior2IPO.”
	96. When Pirrello was not available for the sales agents, he directed the sales agents to contact Follano and Individual A.
	97. Pirrello directed Prior2IPO and its affiliated ISOs and sales agents, including Cassino, DiTucci, Rivera, Pre IPO Marketing, and JL Rivera Enterprises, to tell investors that there were no upfront fees, to never mention commissions, and to portray...
	98. For example, during a call on December 8, 2021, with sales agents, including Rivera, Pirrello cautioned that “no one gets paid commissions” and that “no one works for commissions.”  Pirrello said that sales agents should never disclose the pricing...
	99. Pirrello also regularly communicated with the sales agents, including Cassino, DiTucci, and Rivera, through email or by posting to a shared Dropbox account regarding the inventory of available Pre-IPO Shares and their pricing.
	100. Cassino, DiTucci, and Rivera received Pirrello’s emails, and had access to the shared Dropbox account.
	101. Pirrello’s inventory lists, or pricing sheets, in the shared Dropbox account identified the fund’s cost, the fixed price(s) shares could be sold for, the number of shares available, the company’s outstanding shares, its current valuation, and its...
	102. The markups charged ranged between 3% and 150%.
	103. Pirrello also regularly texted the sales agents, including Cassino, DiTucci, and Rivera, about the markups for particular Pre-IPO Shares.
	104. For example, in a text message to Prior2IPO’s sales agents on June 20, 2020, which included Cassino, DiTucci, and Rivera, Pirrello texted, “just obtained 7000 more shares of [Pre-IPO Company B] … at $45 … first come first serve on money in … 55$ ...
	105. Similarly, in a text message to Prior2IPO’s sales agents on June 23, 2020, which included Cassino, DiTucci, and Rivera, Pirrello texted, “just acquired 2450 more shares of [Pre-IPO Company C] at 105$ go out at $125.”  Thus, Pirrello’s text made c...
	106. Using these numbers, sales agents kept track of their share of the markups for selling interests and later sent invoices to Pirrello through Valeo Capital.
	107. Sales agents received their share of the upfront markups in cash and their share of the back-end carried interest in shares of the investors’ stock.
	108. Defendants also explained to potential sales agents how sales agents made money right away, despite telling investors that there were no upfront fees.
	109. For example, during a meeting on October 21, 2021, with Individual E, Pirrello explained that he set up the Late Stage Fund and the payment structure so that sales agents did not get paid from the fund.  Pirrello stated that he “g[ot] rid of the ...
	110. Similarly, during a meeting on February 12, 2021, with Individual C and DiTucci, Cassino explained how the sales agent would make money upfront and on the back end if an investor he brought in purchased Series Interests.  Cassino explained that t...
	111. Likewise, during a meeting on February 16, 2022, Rivera explained to Individual D how he would be compensated by stating that “you get paid commission, you get paid on the backend for performance also.”
	112. And, during a call on March 8, 2022, Rivera explained to Individual D that, if he were to get an investor to invest in a particular Pre-IPO Company, the potential sales agent would make money upfront on the markup.  Rivera further assured the pot...
	113. Finally, during a call on March 16, 2022, call, Rivera explained to Individual D that the price of a stock’s IPO is what “affects the backend not what you’re going to make upfront …as far as what we get paid, no, that doesn’t change.  But, what c...
	114. Defendants used the undisclosed markups to obtain upfront transaction-based compensation and to pay commissions to their unregistered sales agents.
	115. Defendants received a total of at least approximately $42 million—all before any investor obtained any profits and in addition to Late Stage Management’s percent of the profit on the backend.
	116. From March 2019 to July 2022, Pirrello, directly and through Valeo Capital, received approximately $18.9 million in undisclosed markups.
	117. From March 2019 to July 2022, Follano, through Vero Enterprise, received approximately $10.3 million in undisclosed markups.
	118. Follano knew the amounts he received were for undisclosed markups—not backend profits after an IPO—because he received these amounts in cash (not stock) and because he received these amounts before the underlying companies had held an IPO or othe...
	119. From March 2019 to July 2022, Cassino and DiTucci, through Pre IPO Marketing, received approximately $9.3 million in undisclosed markups.
	120. From March 2019 to July 2022, Rivera, through JL Rivera Enterprises, received approximately $3.6 million in undisclosed markups.
	V. DEFENDANTS CONCEALED PIRRELLO’S IDENTITY.
	121. Defendants concealed Pirrello’s identity to hide his disciplinary history—his liability for insider trading in a prior Commission enforcement action and his Commission bar order—from prospective investors.
	122. In a version of the Prior2IPO pitch deck circulated to Defendants’ sales agents for soliciting investors, Pirrello was identified as “Our Founder Raymond John,” alongside his picture.
	123. Similarly, Pirrello’s signature block on his Prior2IPO email account identified him as “Raymond John” and as the founder of Prior2IPO.
	124. Pirrello used this email account to email Follano, Cassino, DiTucci, and Rivera, among others.
	125. During a meeting on October 21, 2021, with Individual E, Pirrello explained why he concealed his identity.  He noted, “I got in trouble back in ’16 for trades that were done in ’11…it was an insider trading thing” and that the case “ended up goin...
	126. Follano, Cassino, DiTucci, and Rivera knew or recklessly disregarded that Pirrello concealed his identity in the sale of the Pre-IPO Shares of the Late Stage Funds.
	127. For example, during a January 28, 2021, call among Cassino, Individual C, and other sales agents, Cassino was asked for Pirrello’s last name to look up Pirrello, and Cassino replied, “[T]hat’s a bad idea…he had some regulatory issues.”
	128. Similarly, during a February 12, 2021, meeting among Individual C, Cassino, and DiTucci, Individual C wondered how Pirrello was the boss because “that guy Roy, Ray…I looked at him, I googled him and I’m like how…is this guy the boss? He looks lik...
	129. And, in a March 24, 2022, recording call between Rivera and Individual D, Individual D stated that a potential investor asked Individual D if he was friends with Ray because the potential investor was “poking around and…sounded concerned. So…I br...
	130. Despite Pirrello’s role in structuring and managing the Late Stage Funds, Pirrello and Follano purposefully left Pirrello’s name off documents relating to the Late Stage Funds.
	133. Defendants concealed Pirrello’s identity because they knew that Pirrello’s prior regulatory troubles would impact investors’ decisions to invest in the Late Stage Funds and run afoul of the Commission’s regulations.
	VI. THE OFFERINGS OF SERIES INTERESTS IN THE LATE STAGE FUNDS VIOLATED OFFER AND SALE REGISTRATION PROVISIONS.
	VII. DEFENDANTS’ SALES EFFORTS VIOLATED THE BROKER-DEALER REGISTRATION PROVISIONS AND PERILLO VIOLATED HIS BAR ORDER.
	Violations of Securities Act Section 17(a)
	(All Defendants)
	172. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 7, 9 through 134, and 144 through 168.
	173. Defendants, 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, (1) knowingly or recklessly have emplo...
	174. By reason of the foregoing, Defendants, 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)].
	Aiding and Abetting Violations of Securities Act Section 17(a)
	(Pirrello and Follano)
	Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
	(All Defendants)
	180. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 7, 9 through 134, and 144 through 168.
	181. Defendants, 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...
	182. By reason of the foregoing, Defendants, 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. § 240.10b-5].
	FOURTH CLAIM FOR RELIEF
	Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
	(Pirrello and Follano)
	183. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 7, 9 through 134, and 144 through 168.
	184. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
	185. Pirrello and Follano knowingly or recklessly provided substantial assistance to Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises with respect to their violations of Exchange Act Section 10(b...
	186. By reason of the foregoing, Pirrello and Follano are liable pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and J...
	FIFTH CLAIM FOR RELIEF
	Control Person Liability for Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
	(Pirrello)
	187. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 7, 9 through 134, and 144 through 168.
	188. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
	189. At all relevant times, Pirrello controlled Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises and was a culpable participant in the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stag...
	190. By reason of the foregoing, pursuant to Exchange Act Section 20(a) [15 U.S.C. § 78t(a)], Pirrello is liable as a control person for the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Ent...
	SIXTH CLAIM FOR RELIEF
	Violations of Exchange Act Section 15(a)
	(All Defendants)
	191. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 7, 9 through 121, and 143 through 168.
	192. 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 any means or instrumentality of interstate commerce to effect transactions in, or to induce or a...
	193. By reason of the foregoing, Defendants directly or indirectly, singly or in concert, violated, and, unless enjoined, will again violate Exchange Act Section 15(a) [15 U.S.C. § 78o(a)].
	SEVENTH CLAIM FOR RELIEF
	Aiding and Abetting Violations of Exchange Act Section 15(a)
	(Pirrello and Follano)
	194. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 7, 9 through 121, and 143 through 168.
	195. As alleged above, Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises violated Exchange Act Section 15(a) [15 U.S.C. § 78o(a)].
	196. Pirrello and Follano knowingly or recklessly provided substantial assistance to Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and JL Rivera Enterprises with respect to their violations of Exchange Act Section 15(a...
	197. By reason of the foregoing, Pirrello and Follano are liable pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting the violations by Cassino, DiTucci, Rivera, Prior2IPO, Late Stage Management, Pre IPO Marketing, and J...
	EIGHTH CLAIM FOR RELIEF
	Violations of Securities Act Sections 5(a) and (c)
	(All Defendants)
	198. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 7 and 9 through 142.
	199. Defendants, directly or indirectly, singly or in concert, and notwithstanding the fact that there was no applicable exemption: (a) made use of means or instruments of transportation or communication in interstate commerce or of the mails to sell,...
	200. By reason of the foregoing, Defendants violated and, unless enjoined, will again violate, Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)].
	Violations of Exchange Act Section 15(b)(6)(B)(i)
	201. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 117 and 143 through 170.
	202. Pirrello, having been previously barred by the Commission from associating with a broker-dealer effective September 23, 2019, and with such previous bar being in effect, willfully associated with a broker-dealer without the consent of the Commiss...
	203. By reason of the foregoing, Pirrello violated, and, unless enjoined, will again violate Exchange Act Section 15(b)(6)(B)(i) [15 U.S.C. § 78o(b)(6)(B)(i)].
	PRAYER FOR RELIEF
	Dated: New York, New York
	Sheldon L. Pollock
	Gerald A. Gross
	Debra Jaroslawicz
	Karen M. Lee
	Zheng (Jane) He
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-0142 (Jaroslawicz)
	[email protected]