SEC v. SAM A. ANTAR, No. 1:19-cv-11527, Southern District of New York (May 19, 2023) — Complaint

Marc
P.
Berger
L
ana S.
Mehraban
Thomas
P.
Smith Jr.
R
ichard
Hong
A
lix
Biel
A
tt
orneys for
Plaintiff
S
ECURITIES
ANI7 EXC~I~NGE
COMMISSION
N
ew Yark
Regional Office
2
00 Vesey
Street, Suite 400
N
ew
York,
New York
10281-1022
(212)
336-0956 (Hong)
E
mail:
[email protected]
I
3NITED
STATES
DISTRICT
COURT
S
OUTHERN
LIISTRICT OF
NEW YORK
x
S
ECURITIES
AND
EXCI~ANGE
COMMISSION,
19 Civ.
P
laintiff,
SAM A.
ANTAR,
- against -
Defendant.
-
----------------------------------------------------------------------- x
ECF Case
COMPLAINT
AND
JURY
D
EMAND
P
laintiff Securities
and
Exchange
Commission (the
"Commission"), for its
Complaint
a
gainst
Defendant Sam A.
Antar
(°`Antar" or
"Defendant"),
alleges as
follows:
.~
1.
Between January and
June 2019,
Antar
knowingly or
recklessly engaged
in a
f
raudulent
scheme that
victimized
numerous
investors,
many of whom
were friends and
a
cquaintances from
the
Syrian Jewish
community
in Monmouth
County,
New Jersey where he
grew
up.
Antar stole at
least $550,000
from
investors and
used the
money for gambling, making
gifts
to his
family members,
paying for his
daughter's lavish
wedding, and
making partial
r
epayments to
some of the
early investors.

2.
flntar made
material
misrepresentations to
his investors,
telling them
he would
use
their
funds to buy
blocks of shares
in
emerging companies
whose stock had not yet
begun
t
rading
publicly
("pre-IPO
shares"}. Aritar falsely told
investors that he had
identified
holders of
the
pre-IPO
shares who
wanted to
sell them, and
buyers
who would pay
a
premium far them.
Antar
falsely
told investors
he
would use
their funds
to
purchase the pre-IPO
shares and then
q
uickly
sell the shares
so
that the investors
would get their
money
back plus profits
within a
few
weeks.
3.
In some
cases,
Antar executed
contracts with
investors in
which investors
agreed
to
loan
him funds
to
purchase pre-IP4
shares and he
agreed.
to
purchase and
then sell
the shares
and return
the
investment with a
profit. In
other
cases, Antar
executed
agreements to make the
i
nvestor
a partner
in his
limited
liability
company, which,
he
told investors,
owned the shares.
In
s
till
other
cases,
Antar
executed
promissory notes by
which investors
loaned him
money so that
h
e could
buy
blocks of
shares.
4.
Contrary to his
written and
verbal
representations,
Antar never used
investor
m
oney
to buy
blacks
of pre-IPO
shares, or
make any
other
investment.
Investors at
first received
t
he
returns
1~ntar
promised and
after some
investors
made
additional
investments with Antar,
at
l
east
one of
which was
based on a
falsified
document, Antar
misappropriated
their funds
and
s
topped
returning
investors'
calls
and text
messages.
V
IOLATIONS
5.
By
engaging in
the
conduct set forth
in this
Complaint,
Antar engaged
in
s
ecurities fr
aud
in violation of
Section
17(a) of the
Securities Act of
1933 ("Securities
Act") [15
U
.S.C. §
7'7q(a)],
Section 10(b)
of
the Securities
Exchange Act of
1934 ("Exchange
Act") [15
U
.S.C. §
78j{b}], and Rule lOb-S
thereunder [17
C.F.R. §
240.1Ob-S].

NATURE OF TIE
PROCEEDING
AND
RELIEF SOUGHT
6.
The
Commission brings
this
action
pursuant to
the authority conferred upon it by
Sections
20(b}
and 20(d) of the
Securities Act [15
U.S.C. §
77t(b) and (d)] an
d Section
21(d}
of
the
Exchange Act [15
U.S.C. §
78u(d)].
7.
Through this
action, the
Commission seeks a fi
nal
judgment:
{a}
permanently
e
njoining
Antar from
engaging in
the acts,
practices and
eouxses
of business alleged herein; (b)
ordering
Antar to
disgorge
ill-gotten
gains he
obtaizaed as
a result of the violations
alleged in
the
C
omplaint, and
ordering
him to pay
prejudgment interest
thereon; and
(c) imposing a civil
money
penalty
on Antar
pursuant
to
Section 20{d) of
the
Securities Act [15 U.S.0 §
77t(d)]
and
S
ection
21(d}(3}
of
the
Exchange Act [15
U.S.C. §
78u(d)(3)].
J
URISDICTION
AND
VENUE
8.
This
Court has
jurisdiction over
this
action pursuant to
Sections 2Q(b), 20(d),
and
2
2(a)
o~the
Securities
Act
[15
U.S.C. §§
77t(b}, 77t(d), and
77v(a)] and
Sections 21(d), 21{e),
and
27 of the
Exchange Act [15 U.S.C. §§
78u{d),
78u(e},
and
78aa].
9.
Antar,
directly or
indirectly, has
made use of
the means or
instruments of
t
ransportation or
communication in, and
the means
or
instrumentalities
of, interstate commerce,
o
r of the mails,
in connection
with the
transactions,
acts,
practices, and courses of
business
a
lleged in
this
Complaint.
10.
Venue is proper
in this
District
pursuant
to
Section 22(a) of the Securities
Act [15
U
.S.C. §
77v(a}]
and
Section
27
of the Exchange
Act [15
U.S.C. § 78aa].
Among other
reasons,
Antar
lives
in this
District, and
while located in
the
District, he
communicated with investors
and
p
rospective
investors,
some of whom
also reside
in this
District.

DEFENDANT
11.
Antar, age 43, was,
until December 2018, a
marketing
representative far an
affiliate
of a
Middletown, New Jersey-based
broker
-dealer, investment adviser and family of
m
utual funds
{the "Middletown
firm"}.
Antar
resides in New York,
New York.
12. Antar pled
guilty in 2013 to
an Information
charging him with federal wire
fraud
in
connection with
a "joint
venture to purchase and
profit from the
resale of electronic equipment
and then
divert
those funds for his personal use."
He was
sentenced to twenty-one months in
prison.
Upon his release
from prison,
he spent three years on
supervised release, which ended on
o
r about June 2fl 18.
FACTS
I.
Antar Begins to
Solicit Investments
in Pre-IPO Shares
13.
Antar began marketing
the products
and services of the Middletown firm in late
2d 1 ~. In
December 2Q 18,
Antar was
furloughed from the
Middletown firm.
14.
Starting
around the time he was
furloughed,
Antar began promoting his
i
nvestment scheme
involving pre-IPO shares to
friends,
friends-of-friends and acquaintances,
i
ncluding
some he had
knowns for decades.
I5.
Specifically, Antar told his
investors that
he had identified individuals who held
p
re-IPO
shares and wanted to
sell them,
and others who wanted to
buy the pre
-IPA
shares. If
the
i
nvestor
provided money
for Antar to purchase
a block of shares,
Antar falsely claimed he would
purchase
and then
quickly resell them., and share
the profits
with the investors within a few
weeks.
0

I6.
The
investment agreements
between Antar and.
the investors were securities.
I
nvestors were promised
returns based on Antar's
efforts and their
investment
funds
were pooled
i
n
Antar's personal
bank
account. The securities took
several forms,
including:
a.
By a contract: Antar
executed. a
contract
by
which the investor loaned Antar
f
unds to buy the
pre-IPO shares,
and
by
which Antar agreed to sell
the
shares
and repay
the
investment plus a profit.
b.
By
a
joint partnership
agreement: Antar and the
investor signed a joint
partnership
agreement, giving each
a partnership interest proportionate to the
i
nvestment in Antar's limited liability
company, Jar Ventures LLC
("Jar
V
entures"), which
purportedly
held the pre-IPO shares.
c.
By
a
promissory: Antar executed a
promissory note and
told
the investor
he
would use the money to buy
ablack ofpre-IPO
shares that he would
i
mmediately sell
and return the
investor's money plus a portion of the profits.
d.
By
aroll-over
addendum to an existing
agreement: Antar executed an
a
ddendum to an existing
agreement or
contract
with
investors who roiled their
initial investment
and profits into
a second {or third) transaction in more or
d
ifferent pre-IPO
shares, promising a
greater return.
upon
sale of
the new
s
hares.
17.
Induced
by
Antar's
representations, investors in this
District
and
elsewhere
gave
A
ntar checks
or transferred
money into his personal
bank
account, where investor money was
p
ooled for
the
purported purpose of buying pre-IP4
shares.
l8.
Based
upon Antar's representations,
investors
in
this
District and elsewhere had a
r
easonable
expectation of profits
based upon Antar's
efforts to buy
and resell the pre-IPQ shares.

II.
Antar
Misappropriates Investor Funds
19. Antar never
bought
pre-IPO shares or any
other securities with the funds.
Instead,
except for
some
Ponzi-like payments to early investors
to induce them
to invest more money
with.
him.,
Antar redirected the investment funds
for his
own use, which Antar did not mention to
z
nvestars. Far
example:
a. In
February 2019,
investors sent $246,000 to Antar's
bank
account, from
w
hich he paid out $64,000
to other
investors, $63,000 to an entity that collects
casino
debts,
$30,OOa
to
a catering company, an
d $11,OOQ
to
a
family
m
ember.
b. In March 2419,
investors
sent $106,000 to Antar's
bank account, of which he
used
$70,000 to pay down casino debts.
c. In
Apri12019, investors
sent $110,500 to
Antar's bank account of which he
used $15,000 to
pay an
investor and $60,000 to pay dawn casino debts.
20. Most of the
investors'
money was used for Antar's
gambling activities.
Between
January
and
mid-Apri12019, on thirty-one days,
Antar visited at least one casino in Atlantic
City,
New Jersey, spending
hundreds
of hours at gaming tables
and slot machines. In
addition,
during
the same
fourteen-week period,
Antar placed at
least 41,712 on-line bets.
I
II.
Antar
Defrauded Numerous Investors
21.
Antar knowingly
ar recklessly engaged in
the above-mentioned
fraudulent
c
onduct and
misappropriated
at least $550,000 from. his
individual investor victims,
including,
b
ut not limited to,
the following:
C~

Investor A
22.
Investor
A,
who had
known Antar
since
childhood, wired $100,000 to
Antar's
p
ersonal bank
account in
April 2419
based
on Antar's
material
representation.
that
he would buy
p
re-IPO
shares
of
Siack Technologies,
Inc. {"Slack")
and
return her
investment
plus
twenty
p
ercent
profit.
Investor A
sent her
$100,04Q
investment to Antar
aver a
twa-day period; on
those
s
ame
days,
Antar sent
an
earlier investor
(Investor E)
$15,000, and
paid $60,000 to
an entity
that
c
ollects
casino
debts.
2
3.
When the
time
came to
receive her
returns in
mid
-April, Investor A, a
single
m
other who was
saving
up far a
dawn
payment far
her fi
rst home,
instead rolled
the investment
f
orward
and
added $50,000,
based on Antar's
assurance that her
$150,000 total
investment
w
ould
balloon to
$313,400.
Vdithin a
week of
receiving
the
additional money,
Antar
took a trip
to
an
Atlantic
City
casino, where
he
gambled away
Investor A's funds.
24.
By
May 2019,
Investor A had
not
received her
investment money back from
A
ntar as
he
had
promised.
Investor A
repeatedly
called
and texted
Antar in May, June
and
July
2019
asking him
to
return her
investment money.
Antar did not reply
until July 2419,
when he
r
esponded by
text: "I'm
sorry
for all that's
been
going [on.]
But
I'll make everything
right
s
oon."
Investor
A was
never
repaid.
I
nvestor B
25.
Investor B was
referred to
Antar by a
community
member. In early
2019,
I
nvestor
B
invested
$75,000, based
upon
Antar's
material
representation that he
would use
the
m
oney to
purchase
pre-IPO
shares of
Lyft,
Inc.
{"Lyft"}.
A
few weeks later,
Investor B
received
back
$100,000,
purportedly in
return of
investment and
profits, as
Antar had
promised.
0

26.
In March 2D 19,
Investor B
gave Antar another $ I00,000 to invest in pre-IPO
shares of
Slack,
which Antar told him would earn
a profit of
$25,000 to $30,000 upon resale. In
late
March
2019, when the time came to
return
the investment funds and profits from the Slack
t
ransaction, Antar
offered Investor B
the opportunity to roll the
investment forward
into
pre-IPO
s
hares of Uber
Technologies,
Inc. ("Uber"), with a promise of
additional profits. Investor B
agreed,
and added
$105,000 to the investment.
Thereafter,
Antar stopped responding to Investor
B
's
calls
and texts.
27.
Antar cashed
Investor
B's
$100,000 check froze
early March 2019, which he
told
I
nvestor B
would be used to purchase pre-IPO
shares
of Slack. In the fallowing week, P~ntar
g
ambled at an
Atlantic City casino.
.
Investor
C'
2
$.
Investor C
met Antar through
a neighbor. Investor C
invested
$140,000
with
A
ntar in
February
2019,
based upon Antar's material
representation that he would buy pre-IPO
shares
of Uber.
Antar told Investor C that he
would return
the $100,000 plus $15,000 in profits
from
the
sale of the Uber shares
within the week.
On the same day Antar received Investor C's
f
unds, he
paid another investor
(Investor
D}
$48,000 and paid
$1$,000 to the entity that collects
casino
debts.
29. Zn
early
March
2019,
Antar gave Investor C
a check for $115,000, as promised.
I
nvestor D
tried
to
cash the check three times,
but each
time it was returned for insufficient
f
unds.
Investor D
30. Investor
D met Antar when they
were both in prison. In
January
2019,
Antar
falsely
told Investor D
that if he invested in Jar
Ventures, Antar would
buy
pre-IPO shares
of

Lyft and Slack,
resell
them
to
buyers he
had
identified, and
return Investor D's
money plus a
p
ortion of the
profits.
3
1. Based
upon
Antar's material
representation, Investor D
bougizt a
$12,SQ0 interest
in
Jar Ventures
and
Antar purportedly
contributed $50,000. They
agreed that
after Jar Ventures
bought
pre-IPO
shares of Lyft,
Antar
would sell them
within two
weeks, return Investor D's
funds,
and
share the profits
in
proportion to their
contribution to the joint venture:
twenty
percent
far
Investor D, and
80
percent for Antar.
3
2. The
day after
receiving
Investor D's funds,
Antar
gambled at a casino. He did
not
return
Investor D's funds
within the two weeks
specified in the agreement,
but he did
offer him
$5,000.
Investor D
accepted the
money,
added another
$12,500, an
d gave Antar the entire
$
17,SQ0
to invest in
more pre-IPO
shares in
February 2019.
Shortly thereafter,
Investor D
added
an
additional
$14,000 to
his investment to
buy pre-IPO
shares.
Within a week of
receiving
I
nvestor D's
new investment
money,
Antar gambled away
the money.
~3.
Antar
offered
Investor D $48,000 as
return
of his investment and profits
in
F
ebruaxy 2019, or,
alternatively, the
opportunity to
roll that amount
investment
forward into
a
nother
investment in pre-IPC7
shares of Lyft.
Investor D
agreed to roll
the $4$,Q00 forward,
azad
h
e
added an
additional $2,000
of new investment.
Antar promised a $70,000
return by
the first
week of
March 2d 19.
On the
same day
Investor D agreed to
the
rollover and the additional
$
2,000
investment,
Antar paid
$38,OQQ to the
entity that
collects casino debts.
34.
Instead of
returning the
promised
$7Q,000 to Investor
D, Antar
convinced
I
nvestor D to
roll the
investment
forward again
and promised
Investor D a return
of $98,000 no
l
ater than the
third
week of March 2019.
4n the
same day
that Investor D
agreed
to
roll the
i
nvestment
forward,
Antar gambled online
and at a
casino. Antar
reneged on the
promised
0

payment to
Investor D,
providing a
host of
excuses including
that Antar had car
trouble, or was
i
ll, or was
otherwise unable to
make
the payment as
prorriised.
~5. In May 2019,
Antar sent
Investor D a
check as
partial
repayment of his
i
nvestments of
$37,000. Antar's check
was
returned for
insufficient funds.
i
nvestor
E
3b.
Investor E
had known
Antar for
decades.
In
Novezz~ber 2018,
Antar falsely told
I
nvestor E that he had
been
paid by the
Middletown
firm with $
I
OO,000 worth of pre-IPO
shares
of
Uber.
Antar
further told
Investor E
that he needed
cash
immediately
and the shares
were
r
estricted from trading
until
Uber's initial
public
offering in May
2019.
Antar offered
Investor E
a fifty
percent
interest in Jar Ventures,
which Antar
said
held the Uber shares,
in
exchange for
$50,040.
Based upon
Antar's
material
representation, Investor E
made
the investment.
37.
Antar
showed
Investor E
paperwork Antar
had
falsified indicating that
Jar
V
entures
held
pre-IPO shares of
Uber.
Within a week
of
signing the
agreement giving
Investor
E
a fifty
percent interest in
Jar
Ventures, Antar
gambled at an
Atlantic City
casino. Investor E
never
recovered his
$50,040, nor did he
receive
any shares of
Uber.
38.
Between
November 2018
and Apri12019,
Investor E
invested several
mare times
with
Antar in what he
believed were pre-IP4
shares
of Slack,
Juul Labs,
Inc. and Casper
Sleep
Inc.
For the
Slack
investment,
Investor
E sent
Arttar
$12,000 based on Antar's
promise
of
$
25,000
returns.
Investor E
did not receive
the
promised returns,
but he
did get back his $12,000
i
nvestment. In an
other
transaction,
Investor E
invested
$5,000 with
Antar to buy pre-IPO
shares
a
nd
received back
the
$8,000 Antar
promised.
39. In
March 2019, after
Investor
D had
contacted
Investor E and other
investors to
warn
them that
Antar was
engaged in
fraud,
Investor E
confronted
Antar.
m

4th.
In
Aprii 2019,
Antar sent
Investor E a
check for
$25,000 in
partial
repayment of
his
investment in Jar
Ventures.
Antar's check
was
returned for
insufficient funds.
I
y~vestops F
and G
4
1.
Investor F is an
accountant, and
Investor
G
is
Investor F's son.
In
January 2019,
Antar
told
Investor F he
needed
money, and to
raise cash
Antar offered to
sell
him an interest in
Jar
Ventures,
which he
claimed owned pre-IPO
shares
of LTber.
42.
Based
upon Antar's
material
representation,
Investor F paid $4,500
for a
three
p
ercent
interest in Jar Ventures.
Investor G
bought a six
percent
interest in Jar
Ventures for
$
6,000.
The investors
did not expect to
get any
return on
their
investment until Uber's
initial
public
offering
in May 2019, when:.
they understood
Jar
Ventures would
sell the shares
and pay
out
their
interests in
cash.
However,
neither
investor received any
return or refund of
their
i
nvestment
money
even after Uber
started
trading
publicly.
4
3.
Also in
January 2019,
Antar
sought $3,500
from
Investor
F,
telling
Investor F that
he
could
buy pre-IPO
shares of
Juul Labs,
Inc.,
resell them
quickly to a
buyer he already had
i
dentified, and
return
Investor F's
investment funds plus
$1,500.
Investor F
invested $3,500 with
A
ntar, an
d within
a month
received
back $5,240,
which was
$200
more than Antar
had
p
romised.
44. In
March 2019,
Investor F again
invested
with Antar, this
time
giving him $7,500
b
ased
an Antar's
promise
of buying, then
selling,
pre-IP(J shares
an
d returning $8,900
within a
f
ew
weeks. On
the same
day he
received
Investor F's funds,
Antar gambled at an
Atlantic City
c
as
ino.
Investor F has
been unable to
contact Antar
since then.
11

FIRST
CLAIM
FAR RELIEF
'
Violations of
Section
IO(b) of the
Exchange Act
and Rule
lOb-5
45. The
Commission
realleges
and incorporates by
reference paragraphs
1
through 44
o
f this
Complaznt.
4
6.
By
virtue of the
foregoing, Antar,
directly or indirectly, by
the use
of the means
and
instrumentalities of
interstate
commerce
or of
the mails, in
connection
with the
purchase
or
sale
of
securities,
knowingly or re
cklessly,
employed
devices,
schemes, or artifices to
defraud,
m
ade
untrue
statements of
material
fact and
omitted to
state material facts
necessary in order to
m
ake the
statements
made, in
light of
the
circumstances
under which
they were
made,
not
m
isleading,
and
engaged in acts,
practices, and
courses of
business
which
operate or would
o
perate
as a
fraud ar
deceit.
47. By
virtue of the
foregoing,
Aritar
violated,
and unless restrained
and
enjoined will
c
ontinue to
violate,
Section 10(b)
of
the
Exchange
Act [15 U.S.C. § 78j(b)],
and Rule lOb-5 [17
C
.F.R. §
240.1Ob-5],
promulgated thereunder.
S
ECt~ND
CLAIM
FOR RELIEF
V
iolations of
Section
1'7(a) of the
Securities
Act
4
8.
The
Commission
realleges and
incorporates by
reference
paragraphs 1
through
44
of
this
Complaint.
4
9.
By virtue of
the
foregoing, in
the
offer or sale of
securities, by
the use of the
means
or
instruments
of
transportation
or
communication
in interstate
commerce or by
use of
the
m
ails,
directly or
indirectly, Antar
knowingly,
recklessly or
negligently: (a)
employed.
devices,
s
chemes or
artifices to
defraud;
{b} obtained money
or property
by means of an
untrue statement
of
a
material
fact or
omitted to
state a
material fact
necessary in order to
make the
statements
m
ade,
in light
of the
circumstances
under
which they
were made,
not
misleading; and/or
(c)
1
2

engaged in
transactions,
practices or
courses
of
business
which
operate ar would
operate as a
fraud
or
deceit
upon the
purchaser.
50.
By
reason of the
conduct
described
above, Antar,
directly
or indirectly
violated
and,
unless
enjoined will
again
violate,
Securities
Act Section
1'7(a)
[15 U.S.C. §
77q(a)].
~
..
~. .
W
IiEREFORE,
the
Commission
respectfully
requests that the
Court
grant the following
r
elief:
I.
P
ermanently
restraining
and
enjoining
Antar
from any future
direct
or indirect
violations
of
Section
17(a}
of the
Securities Act [15
U.S.C. §
77q(a}],
an
d
Section 1Q(b) of
the
Exchange
Act
[15
U.S.C. §
78j(b)],
and Rule
lOb-5 [17 C.F.R. §
240.1Ob-~]
issued
thereunder;
O
rdering Antar to
pay
a civil
money
penalty
pursuant to
Section 20(d)
of the
Securities
Act [15
U.S.C. §
77t(d)],
and Section
21(d){3)
of the
Exchange Act [15
U.S.C. §
78u(d)(3)];
III.
Q
rdering Antar to
disgorge
ill-gotten
gains he
obtained as
a result of
the violations
a
lleged in
the
Complaint, and
ordering
him to
pay
prejudgment
interest
thereon;
I
V.
G
ranting
such
other and fi
urther
relief as the
Caurt
may deem
just and
proper.
13

JURY
DEMAND
T
he
Commission demands a
trial
by
jury.
D
ated:
New York,
New Y€~rk
I
3ecember 17, X019
Respectfully
submitted,
B
~L~
./
y'
~~~-
Marc P.
Berger
Lara S.
Mehraban
T
homas
P. Smith Jr.
R
ichard Hang
A
lix Biel
Att
orneys for
Plaintiff
S
ECURITIES AND
EXCHANGE
C
OMMISSION
N
ew York
Regional4ffice
2
00 Vesey
Street,
Suite 400
N
ew York,
New
York 10281-1022
(212)
336-0956
(Hong)
Email:
[email protected]
~!

Marc P. Berger
Lana S. Mehraban
Thomas P. Smith Jr.
Richard Hong
Alix Biel
Attorneys for Plaintiff
SECURITIES ANI7 EXC~I~NGE COMMISSION
New Yark Regional Office
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-0956 (Hong)
Email: [email protected]

I3NITED STATES DISTRICT COURT
SOUTHERN LIISTRICT OF NEW YORK

x
SECURITIES AND EXCI~ANGE COMMISSION, 19 Civ.

Plaintiff,

SAM A. ANTAR,

- against -

Defendant.
------------------------------------------------------------------------ x

ECF Case

COMPLAINT AND JURY
DEMAND

Plaintiff Securities and Exchange Commission (the "Commission"), for its Complaint

against Defendant Sam A. Antar (°`Antar" or "Defendant"), alleges as follows:

. ~

1. Between January and June 2019, Antar knowingly or recklessly engaged in a

fraudulent scheme that victimized numerous investors, many of whom were friends and

acquaintances from the Syrian Jewish community in Monmouth County, New Jersey where he

grew up. Antar stole at least $550,000 from investors and used the money for gambling, making

gifts to his family members, paying for his daughter's lavish wedding, and making partial

repayments to some of the early investors.

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 1 of 14



2. flntar made material misrepresentations to his investors, telling them he would

use their funds to buy blocks of shares in emerging companies whose stock had not yet begun

trading publicly ("pre-IPO shares"}. Aritar falsely told investors that he had identified holders of

the pre-IPO shares who wanted to sell them, and buyers who would pay a premium far them.

Antar falsely told investors he would use their funds to purchase the pre-IPO shares and then

quickly sell the shares so that the investors would get their money back plus profits within a few

weeks.

3. In some cases, Antar executed contracts with investors in which investors agreed

to loan him funds to purchase pre-IP4 shares and he agreed. to purchase and then sell the shares

and return the investment with a profit. In other cases, Antar executed agreements to make the

investor a partner in his limited liability company, which, he told investors, owned the shares. In

still other cases, Antar executed promissory notes by which investors loaned him money so that

he could buy blocks of shares.

4. Contrary to his written and verbal representations, Antar never used investor

money to buy blacks of pre-IPO shares, or make any other investment. Investors at first received

the returns 1~ntar promised and after some investors made additional investments with Antar, at

least one of which was based on a falsified document, Antar misappropriated their funds and

stopped returning investors' calls and text messages.

VIOLATIONS

5. By engaging in the conduct set forth in this Complaint, Antar engaged in

securities fraud in violation of Section 17(a) of the Securities Act of 1933 ("Securities Act") [15

U.S.C. § 7'7q(a)], Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") [15

U.S.C. § 78j{b}], and Rule lOb-S thereunder [17 C.F.R. § 240.1Ob-S].

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 2 of 14



NATURE OF TIE PROCEEDING AND RELIEF SOUGHT

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

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

the Exchange Act [15 U.S.C. § 78u(d)].

7. Through this action, the Commission seeks a final judgment: {a} permanently

enjoining Antar from engaging in the acts, practices and eouxses of business alleged herein; (b)

ordering Antar to disgorge ill-gotten gains he obtaizaed as a result of the violations alleged in the

Complaint, and ordering him to pay prejudgment interest thereon; and (c) imposing a civil

money penalty on Antar pursuant to Section 20{d) of the Securities Act [15 U.S.0 § 77t(d)] and

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

JURISDICTION AND VENUE

8. This Court has jurisdiction over this action pursuant to Sections 2Q(b), 20(d), and

22(a) o~the Securities Act [15 U.S.C. §§ 77t(b}, 77t(d), and 77v(a)] and Sections 21(d), 21{e),

and 27 of the Exchange Act [15 U.S.C. §§ 78u{d), 78u(e}, and 78aa].

9. Antar, directly or indirectly, has made use of the means or instruments of

transportation or communication in, and the means or instrumentalities of, interstate commerce,

or of the mails, in connection with the transactions, acts, practices, and courses of business

alleged in this Complaint.

10. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15

U.S.C. § 77v(a}] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. Among other reasons,

Antar lives in this District, and while located in the District, he communicated with investors and

prospective investors, some of whom also reside in this District.

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 3 of 14



DEFENDANT

11. Antar, age 43, was, until December 2018, a marketing representative far an

affiliate of a Middletown, New Jersey-based broker-dealer, investment adviser and family of

mutual funds {the "Middletown firm"}. Antar resides in New York, New York.

12. Antar pled guilty in 2013 to an Information charging him with federal wire fraud

in connection with a "joint venture to purchase and profit from the resale of electronic equipment

and then divert those funds for his personal use." He was sentenced to twenty-one months in

prison. Upon his release from prison, he spent three years on supervised release, which ended on

or about June 2fl 18.

FACTS

I. Antar Begins to Solicit Investments in Pre-IPO Shares

13. Antar began marketing the products and services of the Middletown firm in late

2d 1 ~. In December 2Q 18, Antar was furloughed from the Middletown firm.

14. Starting around the time he was furloughed, Antar began promoting his

investment scheme involving pre-IPO shares to friends, friends-of-friends and acquaintances,

including some he had knowns for decades.

I5. Specifically, Antar told his investors that he had identified individuals who held

pre-IPO shares and wanted to sell them, and others who wanted to buy the pre-IPA shares. If the

investor provided money for Antar to purchase a block of shares, Antar falsely claimed he would

purchase and then quickly resell them., and share the profits with the investors within a few

weeks.

0

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 4 of 14



I6. The investment agreements between Antar and. the investors were securities.

Investors were promised returns based on Antar's efforts and their investment funds were pooled

in Antar's personal bank account. The securities took several forms, including:

a. By a contract: Antar executed. a contract by which the investor loaned Antar

funds to buy the pre-IPO shares, and by which Antar agreed to sell the shares

and repay the investment plus a profit.

b. By a joint partnership agreement: Antar and the investor signed a joint

partnership agreement, giving each a partnership interest proportionate to the

investment in Antar's limited liability company, Jar Ventures LLC ("Jar

Ventures"), which purportedly held the pre-IPO shares.

c. By a promissory: Antar executed a promissory note and told the investor

he would use the money to buy ablack ofpre-IPO shares that he would

immediately sell and return the investor's money plus a portion of the profits.

d. By aroll-over addendum to an existing agreement: Antar executed an

addendum to an existing agreement or contract with investors who roiled their

initial investment and profits into a second {or third) transaction in more or

different pre-IPO shares, promising a greater return. upon sale of the new

shares.

17. Induced by Antar's representations, investors in this District and elsewhere gave

Antar checks or transferred money into his personal bank account, where investor money was

pooled for the purported purpose of buying pre-IP4 shares.

l8. Based upon Antar's representations, investors in this District and elsewhere had a

reasonable expectation of profits based upon Antar's efforts to buy and resell the pre-IPQ shares.

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 5 of 14



II. Antar Misappropriates Investor Funds

19. Antar never bought pre-IPO shares or any other securities with the funds. Instead,

except for some Ponzi-like payments to early investors to induce them to invest more money

with. him., Antar redirected the investment funds for his own use, which Antar did not mention to

znvestars. Far example:

a. In February 2019, investors sent $246,000 to Antar's bank account, from

which he paid out $64,000 to other investors, $63,000 to an entity that collects

casino debts, $30,OOa to a catering company, and $11,OOQ to a family

member.

b. In March 2419, investors sent $106,000 to Antar's bank account, of which he

used $70,000 to pay down casino debts.

c. In Apri12019, investors sent $110,500 to Antar's bank account of which he

used $15,000 to pay an investor and $60,000 to pay dawn casino debts.

20. Most of the investors' money was used for Antar's gambling activities. Between

January and mid-Apri12019, on thirty-one days, Antar visited at least one casino in Atlantic

City, New Jersey, spending hundreds of hours at gaming tables and slot machines. In addition,

during the same fourteen-week period, Antar placed at least 41,712 on-line bets.

III. Antar Defrauded Numerous Investors

21. Antar knowingly ar recklessly engaged in the above-mentioned fraudulent

conduct and misappropriated at least $550,000 from. his individual investor victims, including,

but not limited to, the following:

C~

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 6 of 14



Investor A

22. Investor A, who had known Antar since childhood, wired $100,000 to Antar's

personal bank account in April 2419 based on Antar's material representation. that he would buy

pre-IPO shares of Siack Technologies, Inc. {"Slack") and return her investment plus twenty

percent profit. Investor A sent her $100,04Q investment to Antar aver a twa-day period; on those

same days, Antar sent an earlier investor (Investor E) $15,000, and paid $60,000 to an entity that

collects casino debts.

23. When the time came to receive her returns in mid-April, Investor A, a single

mother who was saving up far a dawn payment far her first home, instead rolled the investment

forward and added $50,000, based on Antar's assurance that her $150,000 total investment

would balloon to $313,400. Vdithin a week of receiving the additional money, Antar took a trip

to an Atlantic City casino, where he gambled away Investor A's funds.

24. By May 2019, Investor A had not received her investment money back from

Antar as he had promised. Investor A repeatedly called and texted Antar in May, June and July

2019 asking him to return her investment money. Antar did not reply until July 2419, when he

responded by text: "I'm sorry for all that's been going [on.] But I'll make everything right

soon." Investor A was never repaid.

Investor B

25. Investor B was referred to Antar by a community member. In early 2019,

Investor B invested $75,000, based upon Antar's material representation that he would use the

money to purchase pre-IPO shares of Lyft, Inc. {"Lyft"}. A few weeks later, Investor B received

back $100,000, purportedly in return of investment and profits, as Antar had promised.

0

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 7 of 14



26. In March 2D 19, Investor B gave Antar another $ I00,000 to invest in pre-IPO

shares of Slack, which Antar told him would earn a profit of $25,000 to $30,000 upon resale. In

late March 2019, when the time came to return the investment funds and profits from the Slack

transaction, Antar offered Investor B the opportunity to roll the investment forward into pre-IPO

shares of Uber Technologies, Inc. ("Uber"), with a promise of additional profits. Investor B

agreed, and added $105,000 to the investment. Thereafter, Antar stopped responding to Investor

B's calls and texts.

27. Antar cashed Investor B's $100,000 check froze early March 2019, which he told

Investor B would be used to purchase pre-IPO shares of Slack. In the fallowing week, P~ntar

gambled at an Atlantic City casino.

.Investor C'

2$. Investor C met Antar through a neighbor. Investor C invested $140,000 with

Antar in February 2019, based upon Antar's material representation that he would buy pre-IPO

shares of Uber. Antar told Investor C that he would return the $100,000 plus $15,000 in profits

from the sale of the Uber shares within the week. On the same day Antar received Investor C's

funds, he paid another investor (Investor D} $48,000 and paid $1$,000 to the entity that collects

casino debts.

29. Zn early March 2019, Antar gave Investor C a check for $115,000, as promised.

Investor D tried to cash the check three times, but each time it was returned for insufficient

funds.

Investor D

30. Investor D met Antar when they were both in prison. In January 2019, Antar

falsely told Investor D that if he invested in Jar Ventures, Antar would buy pre-IPO shares of

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 8 of 14



Lyft and Slack, resell them to buyers he had identified, and return Investor D's money plus a

portion of the profits.

31. Based upon Antar's material representation, Investor D bougizt a $12,SQ0 interest

in Jar Ventures and Antar purportedly contributed $50,000. They agreed that after Jar Ventures

bought pre-IPO shares of Lyft, Antar would sell them within two weeks, return Investor D's

funds, and share the profits in proportion to their contribution to the joint venture: twenty percent

far Investor D, and 80 percent for Antar.

32. The day after receiving Investor D's funds, Antar gambled at a casino. He did not

return Investor D's funds within the two weeks specified in the agreement, but he did offer him

$5,000. Investor D accepted the money, added another $12,500, and gave Antar the entire

$17,SQ0 to invest in more pre-IPO shares in February 2019. Shortly thereafter, Investor D added

an additional $14,000 to his investment to buy pre-IPO shares. Within a week of receiving

Investor D's new investment money, Antar gambled away the money.

~3. Antar offered Investor D $48,000 as return of his investment and profits in

Februaxy 2019, or, alternatively, the opportunity to roll that amount investment forward into

another investment in pre-IPC7 shares of Lyft. Investor D agreed to roll the $4$,Q00 forward, azad

he added an additional $2,000 of new investment. Antar promised a $70,000 return by the first

week of March 2d 19. On the same day Investor D agreed to the rollover and the additional

$2,000 investment, Antar paid $38,OQQ to the entity that collects casino debts.

34. Instead of returning the promised $7Q,000 to Investor D, Antar convinced

Investor D to roll the investment forward again and promised Investor D a return of $98,000 no

later than the third week of March 2019. 4n the same day that Investor D agreed to roll the

investment forward, Antar gambled online and at a casino. Antar reneged on the promised

0

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 9 of 14



payment to Investor D, providing a host of excuses including that Antar had car trouble, or was

ill, or was otherwise unable to make the payment as prorriised.

~5. In May 2019, Antar sent Investor D a check as partial repayment of his

investments of $37,000. Antar's check was returned for insufficient funds.

investor E

3b. Investor E had known Antar for decades. In Novezz~ber 2018, Antar falsely told

Investor E that he had been paid by the Middletown firm with $ I OO,000 worth of pre-IPO shares

of Uber. Antar further told Investor E that he needed cash immediately and the shares were

restricted from trading until Uber's initial public offering in May 2019. Antar offered Investor E

a fifty percent interest in Jar Ventures, which Antar said held the Uber shares, in exchange for

$50,040. Based upon Antar's material representation, Investor E made the investment.

37. Antar showed Investor E paperwork Antar had falsified indicating that Jar

Ventures held pre-IPO shares of Uber. Within a week of signing the agreement giving Investor

E a fifty percent interest in Jar Ventures, Antar gambled at an Atlantic City casino. Investor E

never recovered his $50,040, nor did he receive any shares of Uber.

38. Between November 2018 and Apri12019, Investor E invested several mare times

with Antar in what he believed were pre-IP4 shares of Slack, Juul Labs, Inc. and Casper Sleep

Inc. For the Slack investment, Investor E sent Arttar $12,000 based on Antar's promise of

$25,000 returns. Investor E did not receive the promised returns, but he did get back his $12,000

investment. In another transaction, Investor E invested $5,000 with Antar to buy pre-IPO shares

and received back the $8,000 Antar promised.

39. In March 2019, after Investor D had contacted Investor E and other investors to

warn them that Antar was engaged in fraud, Investor E confronted Antar.

m

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 10 of 14



4th. In Aprii 2019, Antar sent Investor E a check for $25,000 in partial repayment of

his investment in Jar Ventures. Antar's check was returned for insufficient funds.

Iy~vestops F and G

41. Investor F is an accountant, and Investor G is Investor F's son. In January 2019,

Antar told Investor F he needed money, and to raise cash Antar offered to sell him an interest in

Jar Ventures, which he claimed owned pre-IPO shares of LTber.

42. Based upon Antar's material representation, Investor F paid $4,500 for a three

percent interest in Jar Ventures. Investor G bought a six percent interest in Jar Ventures for

$6,000. The investors did not expect to get any return on their investment until Uber's initial

public offering in May 2019, when:. they understood Jar Ventures would sell the shares and pay

out their interests in cash. However, neither investor received any return or refund of their

investment money even after Uber started trading publicly.

43. Also in January 2019, Antar sought $3,500 from Investor F, telling Investor F that

he could buy pre-IPO shares of Juul Labs, Inc., resell them quickly to a buyer he already had

identified, and return Investor F's investment funds plus $1,500. Investor F invested $3,500 with

Antar, and within a month received back $5,240, which was $200 more than Antar had

promised.

44. In March 2019, Investor F again invested with Antar, this time giving him $7,500

based an Antar's promise of buying, then selling, pre-IP(J shares and returning $8,900 within a

few weeks. On the same day he received Investor F's funds, Antar gambled at an Atlantic City

casino. Investor F has been unable to contact Antar since then.

11

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 11 of 14



FIRST CLAIM FAR RELIEF
'Violations of Section IO(b) of the Exchange Act

and Rule lOb-5

45. The Commission realleges and incorporates by reference paragraphs 1 through 44

of this Complaznt.

46. By virtue of the foregoing, Antar, directly or indirectly, by the use of the means

and instrumentalities of interstate commerce or of the mails, in connection with the purchase or

sale of securities, knowingly or recklessly, employed devices, schemes, or artifices to defraud,

made untrue statements of material fact and omitted to state material facts necessary in order to

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

misleading, and engaged in acts, practices, and courses of business which operate or would

operate as a fraud ar deceit.

47. By virtue of the foregoing, Aritar violated, and unless restrained and enjoined will

continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule lOb-5 [17

C.F.R. § 240.1Ob-5], promulgated thereunder.

SECt~ND CLAIM FOR RELIEF
Violations of Section 1'7(a) of the Securities Act

48. The Commission realleges and incorporates by reference paragraphs 1 through 44

of this Complaint.

49. By virtue of the foregoing, in the offer or sale of securities, by the use of the

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

mails, directly or indirectly, Antar knowingly, recklessly or negligently: (a) employed. devices,

schemes or artifices to defraud; {b} obtained money or property by means of an untrue statement

of a material fact or omitted to state a material fact necessary in order to make the statements

made, in light of the circumstances under which they were made, not misleading; and/or (c)

12

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 12 of 14



engaged in transactions, practices or courses of business which operate ar would operate as a

fraud or deceit upon the purchaser.

50. By reason of the conduct described above, Antar, directly or indirectly violated

and, unless enjoined will again violate, Securities Act Section 1'7(a) [15 U.S.C. § 77q(a)].

~.. ~. .

WIiEREFORE, the Commission respectfully requests that the Court grant the following

relief:

I.

Permanently restraining and enjoining Antar from any future direct or indirect violations

of Section 17(a} of the Securities Act [15 U.S.C. § 77q(a}], and Section 1Q(b) of the Exchange

Act [15 U.S.C. § 78j(b)], and Rule lOb-5 [17 C.F.R. § 240.1Ob-~] issued thereunder;

Ordering Antar to pay a civil money penalty pursuant to Section 20(d) of the Securities

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

III.

Qrdering Antar to disgorge ill-gotten gains he obtained as a result of the violations

alleged in the Complaint, and ordering him to pay prejudgment interest thereon;

IV.

Granting such other and fiurther relief as the Caurt may deem just and proper.

13

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 13 of 14



JURY DEMAND

The Commission demands a trial by jury.

Dated: New York, New Y€~rk
I3ecember 17, X019

Respectfully submitted,

B ~L~ ./
y' ~~~-

Marc P. Berger
Lara S. Mehraban
Thomas P. Smith Jr.
Richard Hang
Alix Biel
Attorneys for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
New York Regional4ffice
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-0956 (Hong)
Email: [email protected]

~!

Case 1:19-cv-11527   Document 1   Filed 12/17/19   Page 14 of 14