SEC v. REVEN HOLDINGS, INC. d/b/a REVEN PHARMACEUTICALS; REVEN PHARMACEUTICALS, INC.; BRIAN D. DENOMME; PETER B. LANGE; and MICHAEL A. VOLK, No. 1:22-cv-03181, District of Colorado (Jan. 6, 2023) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO

Civil Action No.

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,
Plaintiff,
v.
REVEN HOLDINGS, INC. d/b/a REVEN
PHARMACEUTICALS, REVEN
PHARMACEUTICALS, INC., BRIAN D.
DENOMME, PETER B. LANGE, and MICHAEL A.
VOLK,
Defendants,
and
REVEN, LLC, REVEN IP HOLDCO, LLC, REVEN
ONCOLOGY LICENSING, LLC, and HEALTH
ANALYTICS & RESEARCH SERVICES, LLC,
Relief Defendants.

FILED UNDER SEAL
COMPLAINT AND JURY DEMAND

Plaintiff, United States Securities and Exchange Commission (“SEC” or “Commission”),
alleges as follows against Defendants Reven Holdings, Inc. d/b/a Reven Pharmaceuticals
(“Reven”), Reven Pharmaceuticals, Inc. (“Reven Pharmaceuticals”), Brian D. Denomme, Peter
B. Lange, and Michael A. Volk (Denomme, Lange, and Volk, collectively “Reven Principals”)
(collectively, “Defendants”) and Relief Defendants Reven, LLC (“Reven LLC”), Reven IP

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Holdco LLC (“Reven IP”), Reven Oncology Licensing, LLC (“Reven Oncology”), and Health
Analytics & Research Services, LLC (“Health Analytics”) (collectively, “Relief Defendants”).
INTRODUCTION
1. The SEC brings this emergency enforcement action to stop an ongoing offering
fraud and misappropriation of investor assets by Defendants. In or around January 2019 and
continuing through the present (the “Relevant Period”), Reven, a start-up biotechnology and
pharmaceutical company, and the Reven Principals raised at least $44 million from
approximately 175 investors to develop a drug called Rejuveinix (“RJX”). During the Relevant
Period, Defendants misappropriated at least $8.8 million in investor funds.
2. Defendants misappropriated investor money through a variety of means, including
by funneling investor funds from Reven’s and Reven Pharmaceuticals’ bank accounts through a
shell company, Health Analytics, that the Reven Principals jointly owned, and into the Reven
Principals’ personal bank accounts. At times, the Reven Principals also used misappropriated
investor funds to buy expensive jewelry and to pay various personal expenses, including
mortgages, credit cards, travel for themselves and their family members, and Tesla and Mercedes
car leases.
3.  During the Relevant Period, Defendants also made numerous false and
misleading statements in connection with the offer and sale of securities to investors, including
representations about the amount of compensation they earned (they took millions of dollars of
investor funds in addition to the compensation they disclosed), that Reven had or would soon
have audited financial statements (it did not and could not given that no auditors had even been
retained), that Reven would soon launch a public offering (similarly, it could not because it

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needed audited financials, among other things, to do so), the specific use of investors’ funds to
be used for clinical drug trials or to complete its public offering (it instead used funds to pay off
pending litigation and to pay other third parties), and that there was no litigation (in fact, Reven
and some of its principals had been sued for conduct giving rise to securities fraud).
4. Defendants’ fraudulent and deceptive conduct continued even after the SEC staff
contacted them in early November 2021. Defendants misappropriated investor funds at least
through the end of 2021. And, as recently as October 2022, Defendants have solicited money
from investors while continuing to make false and misleading statements related to whether other
investors were actually investing millions of dollars (none had or committed to), and threatening
investors that if they do not invest, Defendants will sell Reven’s intellectual property (“IP”) (e.g.,
patents relating to RJX) for pennies.
5. By engaging in this conduct, Defendants violated Section 17(a) of the Securities
Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a), Section 10(b) of the Securities Exchange Act
of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Exchange Act Rule 10b-5 thereunder, 17
C.F.R. § 240.10b-5. Unless restrained and enjoined, Defendants will continue to violate the
federal securities laws.
6. Relief Defendant Health Analytics received illicit proceeds from the Defendants’
fraud to which it has no legitimate claim and under circumstances in which it is not just,
equitable, or conscionable for it to retain the funds. Reven LLC, Reven IP, and Reven Oncology
are the owners of intellectual property, which has been obtained, maintained, expanded, or
exploited with proceeds of Defendants’ fraud and, prior to and continuing through the Relevant
Period, the IP was transferred to these Relief Defendants for no consideration.

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DEFENDANTS
7. Reven Holdings, Inc. (“Reven”) is a Delaware corporation with its principal
place of business in Westminster, Colorado. Reven was formed in August 2018 as a privately
held biotechnology and pharmaceutical holding company with the purpose of acquiring and
commercializing pharmaceutical assets in various stages of clinical development, including a
cardiovascular intravenous drug treatment call RJX, which is a purported treatment for critical
limb ischemia, sepsis, cancer, viral illnesses, and COVID-19. Reven does business as “Reven
Pharmaceuticals.” Denomme, Lange, and Volk are its sole acting directors, are the most senior
officers of the company, collectively are the majority owners of Reven’s stock, and are
signatories on and control Reven’s bank accounts.
8. Reven Pharmaceuticals, Inc. was a Florida corporation formed in October 1999,
located in Golden, Colorado. On August 21, 2018, pursuant to an Asset Contribution Agreement
and Plan of Reorganization, Reven Pharmaceuticals transferred its assets and liabilities to
Reven’s wholly owned subsidiary relief defendant Reven, LLC, and Reven Pharmaceuticals
shareholders became proportionate shareholders of Reven. In September 2019, Reven
Pharmaceuticals was administratively dissolved as a Florida corporation, but presently maintains
an active bank account where investor funds are deposited and proceeds are disbursed. Reven
does business as Reven Pharmaceuticals, and the Defendants use the names Reven and Reven
Pharmaceuticals interchangeably. The Reven Principals are signatories on and control Reven
Pharmaceuticals’ bank accounts.
9. Brian Denomme, age 59, is a resident of Northville, Michigan. Denomme is a
Reven co-founder, a member of Reven’s board, and Reven’s president. He was formerly Reven’s

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chief operating officer (“COO”). He owns approximately 17% of Reven’s shares, as of July 6,
2020, and collectively with Lange and Volk controls the majority of Reven stock.
10. Peter B. Lange, age 64, is a resident of San Antonio, Texas. Lange is a Reven co-
founder, a member of Reven’s board, and Reven’s chief executive officer (“CEO”). Lange is a
dual United States and Swiss citizen. He owns approximately 18% of Reven’s shares, as of July
6, 2020, and collectively with Denomme and Volk controls the majority of Reven stock.
11. Michael Volk, age 54, is a resident of Broomfield, Colorado. Volk is a Reven co-
founder, a member of Reven’s board, and Reven’s chief strategy officer (“CSO”). Until April
2020, Volk was Reven’s chief financial officer (“CFO”), when Reven hired a contract CFO.
When that CFO resigned in or around August 2022, Volk again took over the role. He owns
approximately 16% of Reven’s shares, as of July 6, 2020, and collectively with Denomme and
Lange controls the majority of Reven shares.
RELIEF DEFENDANTS
12. Reven, LLC, a Delaware limited liability company formed in August 2018, with
its principal place of business in Westminster, Colorado, is a wholly owned subsidiary of Reven.
In its offering materials, Reven describes Reven, LLC as its operating company. In August 2018,
Reven Pharmaceuticals transferred its assets, including its intellectual property (“IP”), to Reven,
LLC. At that time, Reven, LLC owned and controlled the IP relating to RJX.
13. Reven IP Holdco LLC, a Delaware limited liability company formed in June
2020, with its principal place of business in Westminster, Colorado, is a subsidiary of Reven.
Reven LLC transferred some or all of its IP assets, including some or all of the IP relating to
RJX, to Reven IP in 2020.

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14. Reven Oncology Licensing, LLC is a Delaware limited liability company
formed in November 2018, with an address in Golden, Colorado. A license agreement between
Reven Oncology Licensing and a third party states that Reven Oncology owns or otherwise
controls certain IP relating to RJX.
15. Health Analytics & Research Services LLC, a Colorado limited liability
company formed in September 2017, with an address in Broomfield, Colorado, is a shell
company owned by the Reven Principals and is principally controlled by Volk.
JURISDICTION AND VENUE
16. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a), and Sections 21(d),
21(d)(3)(A), 21(e), and 27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d)(1), 78u(d)(3)(A), 78u(e),
and 78aa(a).
17. The Court has personal jurisdiction over Defendants and Relief Defendants, and
venue is proper in the District of Colorado pursuant to Section 22(a) of the Securities Act, 15
U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a) because many of
the acts and transactions constituting violations of the Securities Act and Exchange Act occurred
in this district, including misappropriation and misuse of investor funds through transactions at
banks located in this district. In addition, Volk resides in this district, and the Reven entities have
their principal places of business in this district, and one or more investors in Reven Holdings
reside in this district.
18. In connection with the conduct alleged in this Complaint, Defendants and Relief
Defendants, directly or indirectly, singly or in concert with others, made use of the means or

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instrumentalities of interstate commerce, the means and instruments of transportation or
communication in interstate commerce, or the mails, including obtaining funds from investors
through wire transfers in interstate commerce.
FACTS
I. BACKGROUND
A. The Formation of Reven and the Reven Principals’ Control of Reven and
Reven Pharmaceuticals
1. The Formation of Reven
19. Reven’s corporate history extends back to at least 1999 and includes two different
name changes before the name was changed to Reven Pharmaceuticals in 2009. Between 2013
and 2015, Reven Pharmaceuticals filed numerous SEC Form D Notices of Exempt Offerings of
Securities for various of its securities offerings. Reven has operated as Reven Pharmaceuticals
from 2009 until the present.
20. In August 2018, Reven was formed as a Delaware Corporation through a
reorganization of Reven Pharmaceuticals in which its shareholders became the same
proportionate shareholders in Reven. Reven is a successor corporation to Reven
Pharmaceuticals, but continues to do business as Reven Pharmaceuticals.
21. Reven Pharmaceuticals was administratively dissolved as a Florida corporation in
September 2019.
22. During the Relevant Period, investor funds were deposited in two bank accounts;
one in the name of Reven, and one in the name of Reven Pharmaceuticals. The majority of
disbursements to the Reven Principals were made from the bank account in the name of Reven
Pharmaceuticals.

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2. The Reven Principals Owned and Controlled Reven and Reven
Pharmaceuticals
23. The Reven Principals, as co-founders, the most senior executive officers,
directors, signatories with authority over Reven’s and Reven Pharmaceuticals’ bank accounts,
and, collectively, as majority shareholders of Reven, exercised control over the management,
general operations, and policies of Reven and Reven Pharmaceuticals, as well as the specific
activities upon which their violations are based.
24. Throughout the Relevant Period the Reven Principals held director, senior
executive officer, and majority owner positions in Reven and Reven Pharmaceuticals: Denomme
as a co-founder, director, and COO or President of Reven; Lange as a co-founder, director, and
CEO of Reven; Volk as a co-founder, director, and CFO or Chief Strategy Officer, Treasurer,
and Secretary of Reven.
25. Denomme, Lange, and Volk wanted to own at least 51% of Reven’s shares in
order to control Reven and took steps to ensure that they, collectively, had enough shares to be
majority owners, such as, for example, issuing themselves shares in lieu of compensation.
26. As of August 17, 2018, out of 392,431,372 total Reven shares issued and
outstanding, Denomme owned 80,186,181 shares, Lange owned 84,861,290 shares, and Volk
owned 76,952,529 shares. Thus, as of August 17, 2018, the Reven Principals owned,
collectively, 242,000,000 shares of Reven stock, or 62% of Reven’s outstanding shares.
27. As of July 6, 2020, Denomme, Lange, and Volk owned the same amount of shares
as detailed in the previous paragraph, but Reven had increased its outstanding stock to
470,766,654 shares. Thus, as of July 6, 2020, the Reven Principals owned, collectively,
242,000,000 shares of Reven stock, or 51% of Reven’s outstanding shares.

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28. Reven’s Bylaws state that board resolutions pass with a majority of the authorized
directors, and that a majority vote of the shares present at any stockholders meeting constitutes
an act of the stockholders.
29. Each of the Reven Principals is a signatory on and has authority over the Reven
and Reven Pharmaceuticals bank accounts into which investor funds were paid and
disbursements were made.
30. The Reven Principals had the power to act and did act on behalf of Reven and
Reven Pharmaceuticals, and thus their actions alleged herein as well as their states of mind are
imputed to Reven and Reven Pharmaceuticals.
B. Defendants Raised Money From Investors Through the Sale of Reven
Securities.
31. On September 18, 2018, Reven filed an SEC Form D, Notice of Exempt Offering
of Securities, for a total offering amount of $350 million.
32. Thereafter, Reven raised at least $44 million from approximately 175 investors
through the sale of Reven securities, including common stock and notes convertible to common
stock. Reven continues to offer securities to investors and has done so as recently as October
2022.
33. During the Relevant Period, Defendants solicited investors by distributing Reven
offering documents to investors and prospective investors by email and otherwise. The Reven
offering materials included, among other things, private placement memorandums (“PPMs),
subscription agreements (“Subscription Agreement”), investor slide deck or presentations
(“Investor Decks”), flyers, presentations, other information about RJX, and wire instructions
(collectively, the “Offering Documents”).

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34. The typical process for an investor to buy common stock in Reven included
Defendants distributing to all investors, via email and otherwise, Reven’s August 31, 2018 PPM,
July 6, 2020 PPM, and/or January 1, 2021 PPM, Subscription Agreements that incorporated by
reference the applicable PPM, and wire instructions. Volk signed all the Subscription
Agreements as Reven’s CFO.
35. The wire instructions instructed investors to wire their money to Reven’s Wells
Fargo checking account. Defendants then typically transferred investor money to Reven
Pharmaceuticals’ bank account from which disbursements were made.
36. The PPMs were substantially similar and included   information about Reven’s
business, terms of the offering, RJX, its IP and patents, use of proceeds, management, executive
compensation, and litigation involving the company and its directors and officers.
37. By way of examples, on September 9, 2019, Lange emailed Investor 1 the 2018
PPM. On July 8, 2020, Lange, copying Volk, emailed Investor 1 the 2020 PPM. Volk or Lange
also provided Investor 1 with Subscription Agreements incorporating each PPM, which she
signed and sent back to Defendants. On September 14, 2021, Volk sent Investor 2 wire
instructions and a Subscription Agreement to complete.
38. Defendants also held formal and informal meetings to solicit investors at hotels,
homes, and restaurants. These meetings took place in multiple locations across the country,
including in Florida, Michigan, and Colorado, during the Relevant Period.

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C. Defendants are the Makers of Statements in the Offering Documents, Oral
Representations, and Emails.
39. The statements in the Offering Documents were made by the Defendants as those
documents are attributed specifically to Reven, Reven Pharmaceuticals, and their management,
and the Reven Principals had ultimate authority over the content.
40. Given that each of the Reven Principals’ shares were necessary to maintain
majority control, the approval of each was necessary. And the Reven Principals reviewed and
approved the Offering Documents.
41. Each of the Reven Principals reviewed, discussed, provided input, and approved
the PPMs and Investor Decks.
42. The 2018 PPM lists Reven Pharmaceuticals as the company contact. The 2018
PPM directs requests for additional information to Volk. The 2020 and 2021 PPMs direct
requests for additional information to Lange.
43. Volk signed the Subscription Agreements as Reven’s CFO.
44. Defendants were also the makers of representations in oral conversations with and
in emails to investors.
II. DEFENDANTS MISAPPROPRIATED OVER $8.8 MILLION OF INVESTOR
MONEY.
45. Instead of using investor money for the purposes disclosed in the Offering
Documents, Defendants, using their control over Reven’s and Reven’s Pharmaceuticals’ bank
accounts, misappropriated at least $8.8 million of investor funds through a variety of means,
including making payments unrelated to the business directly to the Reven Principals’ personal
bank accounts, paying personal credit cards, making payments to individuals or entities for the

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benefit of the Reven Principals, and transferring over $1.8 million to the shell company, Health
Analytics, from which the Reven Principals received additional payments directly or for their
benefit. As detailed below, Defendants disclosed that the Reven Principals would receive certain
compensation for their work at Reven.  The Reven Principals, misappropriated $8.8 million
beyond the compensation disclosed to Reven investors.
46. The Wire Instructions directed investors to make investments in Reven by wiring
money to Reven’s bank account (though a de minimis amount of investor money was also sent
directly to Reven Pharmaceuticals’ bank account). These accounts received over $44 million
from investors.
III. DEFENDANTS MADE MATERIALLY FALSE AND MISLEADING
STATEMENTS AND OMISSIONS IN CONNECTION WITH THE SECURITIES
OFFERED AND SOLD TO INVESTORS.
47. In the Offering Documents and emails to and conversations with investors and
prospective investors, Defendants made numerous materially false and misleading statements
and omissions regarding, among other things, the Reven Principals’ compensation, an audit of
Reven’s financial statements, Reven’s purported public offering, specific use of investor funds,
and litigation involving the Defendants.
A. Defendants Made Materially False and Misleading Statements and
Omissions About the Reven Principals’ Compensation.
48. Throughout the Relevant Period, in the PPMs sent to investors and prospective
investors, Defendants made materially false and misleading statements and omissions about the
Reven Principals’ compensation. For 2019, 2020, and 2021, Defendants purportedly disclosed
their annual compensation from Reven, but for each of those years they personally took far more
investor money than what was disclosed in Reven’s PPMs to investors.

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1. For 2019, Defendants Disclosed the Reven Principals’ Compensation,
Collectively, as Between $1.6 Million to $2.3 Million and They Took,
Collectively, $5.3 Million.
49. The August 31, 2018 PPM “Use of Proceeds” section disclosed that general
administrative and payroll (“G&A”) expenses for 2019, which included payroll for all Reven
employees, including the Reven Principals, rent, and other expenses, was expected to be $5
million. Reven’s 2019 bank records show approximately $2.7 million in payroll costs for
employees other than the Reven Principals and rent for Reven’s offices.  As a result, to be
consistent with the 2018 PPM, the Reven Principals’ compensation could be no more than $2.3
million.
50. The July 6, 2020 PPM was even more specific about 2019 compensation for the
Reven Principals. That PPM included a new section entitled “Executive Compensation,” which
disclosed specific salary amounts for the Reven Principals of $540,000 each for 2019, which,
collectively totals $1.62 million.
2. For 2020, Defendants Disclosed the Reven Principals’ Compensation,
Collectively, as $2 Million, and They Took, Collectively, $3.35 Million.
51. Reven’s 2020 PPM represented in the “Executive Compensation” section that the
Reven Principals’ 2020 salary and total compensation was $660,000 each, for a total,
collectively, of $1.98 million.
3. For 2021, Defendants Disclosed the Reven Principals’ Compensation,
Collectively, as $2.16 Million, and They Took, Collectively, $6.65
Million.
52. The January 1, 2021 PPM also included an “Executive Compensation” section
that disclosed the Reven Principals’ salary and total compensation of $720,000 each for 2021, for
a collective total of $2.16 million.

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4. The Statements Were False and Misleading, Made With Scienter, and
Material.
53. A reasonable investor would have understood from these statements that the
Reven Principals’ total compensation would be $1.62 million in 2019, $1.98 million in 2020, and
$2.16 million in 2021.
54. These statements regarding the compensation of the Reven Principals were false
and misleading because the Reven Principals took far in excess of the amounts appearing in the
PPMs.
a. In 2019, the Reven Principals took, collectively, $5,351,716: Denomme
$909,049; Lange $1,575,860; and Volk $2,866,807. Thus, using either the $1.6
million or $2.3 million disclosed amounts, Defendants misappropriated at a
minimum $3 million of investor money.
b. In 2020, the Reven Principals took, collectively, $3,356,573: Denomme
$753,408; Lange $221,333; and Volk $2,381,832. Thus, Defendants
misappropriated at least $1.4 million of investor money.
c. In 2021, the Reven Principals took, collectively, $6,648,490: Denomme
$909,049; Lange $2,078,036; Volk $3,133,502. Thus, Defendants
misappropriated at least $4.4 million of investor money.
55. The chart below shows the Reven Principals’ disclosed compensation and
amounts they misappropriated for the Relevant Period:

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56. Each of these statements regarding the Reven Principals’ compensation was false
and misleading when made, and Defendants knew or were reckless in not knowing, and should
have known, that these statements were false and misleading. Defendants misappropriated
investor funds to pay for personal expenses unrelated to the business as described above and
were aware of the payments they received.
57. The above false and misleading statements and omissions as to the Reven
Principals’ compensation were material to investors. A reasonable investor would want to know
the true use of his or her funds. Moreover, the Reven Principals misappropriated at least $8.8
million, which is approximately 20% of the total amount raised from investors during the
Relevant Period.
B. Defendants Made Materially False and Misleading Statements Regarding a
Purported Audit of Reven’s Financial Statements.
58. During the Relevant Period, Defendants represented to investors in emails and
Investor Decks that Reven either (a) would imminently have two years of audited financial

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statements (one of the requirements for a public offering) or (b) that Reven did have two years of
audited financial statements.
59. The false and misleading statements made by the Defendants in the Investor
Decks and emails include the following:
a. In a September 9, 2019 email to Investor 1, Lange attached an August 2019
Reven Investor Deck stating that Reven “will have the minimum required two
years of audited financial statements ending September 30, 2020 making it
eligible to offer its shares for sale in an Initial Public Offering as early as October
2020.”
b. In a December 9, 2019 email to investors, Volk, copying Lange and Denomme,
represented to investors that: “We are working directly with a very reputable firm
for SEC compliance in preparation for an IPO to hopefully happen sometime
during 2020—it will NOT be prior to October since we need a minimum of 2
years audited financials which will be at the end of September 2020 due to
restructure that we did last year. We are currently undergoing our first audit
now.” (Emphasis added.)
c. In an April 20, 2020 email to multiple investors, Volk, copying Denomme,
attached an Investor Deck stating that the company “will have the minimum
required two years of audited financial statements ending September 30, 2020
making it eligible to offer its shares for sale in an Initial Public Offering as early
as October 2020.”

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d. In a July 8, 2020 email to Investor 1, Lange, copying Volk, told Investor 1 that
“[o]ur audit should be completed in mid-September early October which will
allow us to file our S1 sometime before the end of the year and taking next steps
towards and IPO in 2021.”
e. In an April 6, 2021 email to certain investors, Volk attached a December 2020
Reven Investor Deck stating that Reven was working to “[o]rganize and execute
an initial public offering (IPO) [in] early 2021” and that the company “will have
the required minimum two years of audited financial statements ending 2020.”
f. In an August 26, 2021 email to Investor 2, Volk, copying Lange, attached an
August 2021 Reven Investor Deck stating that Reven was working to “[o]rganize
and execute an [sic] public offering late in 2021,” and that the company “will
have the required minimum two years of audited financial statements ending
August 2021.”
g. In a December 6, 2021 email to investors, Volk, copying Lange, attached a
December 2021 Reven Investor Deck stating, in the section titled, “Strategic
Paths Forward,” and “Going Public,” that the “Company has the minimum
required two years of audited financial statements ending August 2021.”
(Emphasis added).
h. In a December 16, 2021 email to Investor 1, Lange, copying Volk, told Investor 1
that he was sending her “the new deck we are starting to send out to institutions
we are speaking to.” The attached Investor Deck stated, in the section titled
“Strategic Paths Forward” and “Going Public,” that the “Company has the

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minimum required two years of audited financial statements ending August
2021.” (Emphasis added).
i. In a September 14, 2022 email to Investor 1, Lange, copying Volk, attached an
Investor Deck stating in the section titled, “Strategic Paths Forward” and “Going
Public,” that the “Company has the minimum required two years of audited
financial statements ending August 2021.” (Emphasis added).
60. A reasonable investor would have understood from the statements referenced
above that Reven had bookkeeping records capable of being audited, that Reven would retain or
had retained audit firms to audit its financial statements, and, as to the representations that Reven
had two years of audited financial statements, that an audit firm would have been retained,
started and completed an audit.
61. These representations about imminently having, or in fact having,  audited
financial statements, or suggesting that Reven would soon “go public,” were false and
misleading.  In reality, during the Relevant Period:
a. No audit of Reven’s financial statements was ever started, let alone completed.
b. Reven never retained any accounting or auditing firm to perform an audit of
Reven’s financial statements; and
c. Reven never had complete and reconciled accounting and bookkeeping records
necessary to generate financial statements capable of being audited.
62. Each of the above statements regarding audited financial statements were false
when made, and Defendants knew or were reckless in not knowing, and should have known, that
their statements were false and misleading. Each of the Reven Principals were senior officers of

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the company and knew the status of any audit because of weekly update conference calls with
the then-CFO.
63. On weekly conference calls with the Reven Principals from approximately spring
of 2021 until early fall of 2021, Reven’s former contract CFO repeatedly told each of the Reven
Principals that Reven needed to properly reconcile its financials in order to prepare tax returns
and that Reven’s financial statements could not be audited and that Reven could not go public
until its financial records were reconciled.
64. The above misrepresentations regarding the imminent or completed audit of
Reven’s financial statements were material to investors and potential investors because a
reasonable investor would want to know whether Reven’s financial statements were audited
when assessing the reliability of representations regarding Reven’s financial condition and
performance and its ability to have a public offering.
C. Defendants Made Materially False and Misleading Statements Regarding
Reven’s Purported Direct Public Offering.
65. A direct public offering (“DPO”), or direct listing, is where a company offers its
securities on a stock exchange, like NYSE or NASDAQ, directly to the public, without financial
intermediaries, such as investment banks and underwriters, in order to have lower transaction
costs as compared to an initial public offering or IPO.
66. A DPO required Reven to: have at least two years of audited financial statements;
prepare and file an S-1 registration statement with the SEC (which requires audited financial
statements); meet the stock exchanges’ listing rules, including meeting certain financial metrics
such as pre-tax income targets for a certain historical period or meeting certain market
capitalization targets; and obtain a recent valuation from an independent third party indicating at

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least $250 million in aggregate market value of publicly held shares (i.e., held by persons other
than directors, officers, and presumed affiliates).
67. In the summer of 2021, Defendants represented to investors that Reven was
preparing for a DPO of its stock on a major stock exchange, such as NYSE or NASDAQ, by at
least October 2021.
68. Defendants made representations to induce investors to invest in Reven before a
purported DPO occurred. These statements include:
a. On July 14, 2021, Defendants sent Investor 1 a document entitled “Reven
Holdings Pre-Direct Public Offering Brief and Deal Structure.” In that document,
Defendants represented that:
Reven is currently preparing for a Direct Public Offering of their stock on a major
stock exchange to occur September/October 2021. The company intends on filing
its S-1 registration statement as early as August as a required final step outlining
the specific details of the offering as well as competing [sic] formal registration of
the company’s authorized and issued capital. Reven has completed all of the
necessary groundwork to accomplish a listing and public offering of its shares
with the exception of the completion of its financial audit. The company intends
on selling 5,000,000 newly issued shares in the direct public offering priced at
$5.00/share to raise $25 Million for the continued support of its clinical
development program. Prior to the offering, Reven is seeking to raise an
additional $7.5 million to complete the current in-process trials and provide the
required financial support to complete the public offering.
This pre-public offering is being presented to existing shareholders as a final
opportunity to purchase shares prior to the company being listed on a public
exchange. There is no obligation for any shareholder to participate in this
offering, and everyone will be able to acquire additional shares once the listing is
completed and the shares are freely trading on the exchange of choice at whatever
the market price may be at the time.
Number of Pre-Listing Shares being Issued: 7,500,000
Class of Shares: Common stock (ALL authorized and issued Reven shares are
common)
Pre-Listing Price Per Share for this Offering: $1.00

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Anticipated Listing Price: $5.00 - $7.00
Anticipated Exchange: NYSE or NASDAQ - NYSE is the exchange of choice
for DPO

(Italic emphasis added).
b. On June 9, 2021, Investor 3 received an email written by Lange, on which Volk
was copied, that made many of the same representations, including:
Our timeline is to launch the DPO in September when everyone is heading back
to work. . . . Its [sic] important to know that our S1 is essentially already finished
which requires our audit to be completed which should be finished in the next 45-
60 days. Our projection is July 15
th
 but with summer holidays I really think we
will not hit that date.
Here is an update with respect to our pursuit of a public listing subsequent to the
completion and filing of our S-1 registration statement being filed with the SEC
within the next 3 – 5 weeks.
c. On August 26, 2021, Investor 2 received an email form Volk, copying Lange,
soliciting him to invest in the pre-DPO offering,  representing that he could invest
for $2.50 a share, and that the “desired opening price is anticipated to be around
the $5.00 to $7.00 dollar per share range.”
d. On September 14, 2021, in a phone conversation with Volk, Volk represented to
Investor 2 that Reven’s DPO was “inevitable” and would be completed in the next
few months. In the same conversation, Volk also told Investor 2 that Reven would
use this pre-public offering cash infusion to complete phase II drug trials, do more
phase II drug trials, and to complete the necessary steps to have a DPO. Volk
eventually offered to sell Investor 2 pre-DPO Reven shares at $1.00 per share.
69. Based on these representations, Investor 1 wired $2 million on or around July 16,
2021, and another $3 million on or around August 27, 2021 to Reven’s bank account to buy

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additional shares of Reven stock. Investor 2 wired $2.5 million to Reven’s bank account on
September 15, 2021 to buy shares of Reven Stock.
70. A reasonable investor would have understood from the representations referenced
above that, with the exception of completing an audit of its financial statements, Reven had
completed all steps necessary to file an S-1 registration statement, that a complete audit of its
financial statements was imminent, and that Reven would have satisfied all the requirements to
list its stock through a DPO on the NYSE or NASDAQ in the next one to three months.
71. These statements in paragraphs 68.a-d   were false and misleading because Reven
was not able to launch a DPO in September or October 2021 because it failed to complete the
necessary steps and was not in a position to take the necessary steps because it had not engaged
an audit firm, and its books and records were not auditable.
72. As noted above, Reven needed to file a Form S-1 with the SEC to do a DPO.
However, Reven had not submitted an S-1 registration statement to the SEC at the time the
statements were made. At no time during the Relevant Period did Reven file an S-1 with the
SEC. Additionally, certain steps needed to take place prior to Reven filing a Form S-1, and
contrary to Reven’s representations, none of these steps occurred, including: having audited
financial statements, books and records capable of being audited, hiring an audit firm, and
completing the audit.
73. Defendants omitted to state material facts that were necessary to render their
statements that they intended to launch a DPO in September or October 2021 not misleading.
These omissions included that Reven could not have launched a DPO because its books and

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records were so incomplete that it could not be audited, and that would prevent it from filing a
Form S-1 as required for a DPO.
74. Each of the above representations regarding a DPO were false or misleading when
made, and Defendants knew or were reckless in not knowing, and should have known, that their
statements were false and misleading. The Reven Principals knew that there was not going to be
an audit or that an S-1 filing was not imminent because they had not engaged an audit firm and
Reven’s CFO had been telling each of the Reven Principals in their weekly conference calls the
same since the spring of 2021.
75. The above misrepresentations regarding the steps taken necessary to do a DPO
and that a DPO was imminent were material to investors and potential investors because a
reasonable investor would understand that Reven’s failure to launch a DPO would diminish the
value of their investment.
D. Defendants Made Other Materially False and Misleading Statements to
Investors About the Specific Use of Their Funds.
1. Defendants Made False and Misleading Statements to Investor 1
About How Her 2019 Investment Would be Used.
76. At a meeting on September 16, 2019, Investor 1 discussed with Volk and Lange
how her first $2 million investment in September 2019 would be used. In response, Lange,
copying Volk and Denomme, emailed Investor 1 on September 17, 2019, with the subject line,
“Use of your investment,” representing that, among other things, $50,000 would be paid to each
of the Reven Principals, for a total of $150,000.
77. Instead, from Investor 1’s $2 million 2019 investment, Denomme received
$98,396; Lange received $290,000; and Volk received $248,714, or collectively 31% of Investor

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1’s investment. At the time Investor 1 transferred her investment funds, the bank accounts where
the funds were wired had a balance of only $24,912, with no other substantial investor deposits
between the time of Investor 1’s deposit, and disbursements to the Reven Principals.
2. Defendants Made False and Misleading Statements to Investor 1 and
Investor 2 Regarding How Their 2021 Investments Would Be Used.
78. Defendants Volk and Lange made false and misleading statements to Investor 1
and Investor 2 that their investments in August and September of 2021, respectively, would be
used only to complete clinical trials, start new ones, and to pay for completing the steps
necessary to list in a DPO.
79. Reven used some of   Investor 1’s $3 million August 27, 2021 investment or
Investor 2’s $2.5 million September 15, 2021 investment, or some of both, to make an initial
$1.5 million payment toward an oncology intellectual property license transaction with a
company owned by Reven’s then-chief-medical officer and to pay at least $2 million to settle an
undisclosed five-year-old Reven shareholder securities fraud lawsuit (the “Shareholder
Lawsuit”), in which the plaintiff, a Reven shareholder, had alleged that Reven, Reven
Pharmaceuticals, Reven, LLC Lange and Volk had committed fraud and securities fraud. The
previous balances in the bank accounts were not sufficient to cover these payments and no other
substantial investor deposits were made during this time frame that could have covered these
payments.
3. Defendants Made False and Misleading Statements as to How
Investor 3’s 2021 Investment Would Be Used.
80. On September 1, 2021, in a phone conversation between Lange and Investor 3,
Lange made false and misleading statements to Investor 3 that her September 2021 investment

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would be used towards the payment of the above-mentioned licensing agreement with Reven’s
then-chief-medical officer’s company to license its oncology intellectual property.  That same
day, Lange, copying Volk and Denomme, emailed Investor 3 and some of her family members
the same information.
81. On September 8, 2021, Investor 3 spoke with Lange on the phone about the
proposed investment. Lange then sent Investor 3 a follow up email explaining how Reven would
use the acquired oncology intellectual property.
82. On September 10, 2021, Investor 3 and some of her family members had a
conference call to understand the licensing transaction and how investing in Reven would help
fund the acquisition.
83. Based on these representations, Investor 3 invested $500,000 on September 24,
2021, and two of her family members invested an additional $500,000 each.
84. Instead of using the investment money to obtain the licensing agreement, Reven
used a portion to make an additional settlement payment toward the Shareholder Lawsuit, as well
as for other payments unrelated to the purported oncology licensing transaction. Because an
initial payment for the licensing transaction was made on September 16, 2021, none of Investor
3’s money could have gone to pay for the licensing deal because it was deposited on September
24, 2021, and no other payments were made towards the licensing transaction before these
investors’ money was disbursed.
4. Each of These Representations Were Made With Scienter and Were
Material.
85. Each of the above representations regarding the specific use of these investor
funds were false when made, and Defendants knew or were reckless in not knowing, and should

26

have known, that their statements were false and misleading because the Defendants intended to
and did use the money for purposes other than what they had disclosed to investors and knew
that they had not disclosed to investors the true purposes for which they would use these investor
funds.
86. The above misrepresentations regarding specific use of funds were material
because a reasonable investor would consider whether Defendants would use their money as
represented when deciding whether to invest.
E. Defendants Made Materially False and Misleading Statements and
Omissions About the Shareholder Lawsuit.
87. During the Relevant Period, Defendants represented to investors that Reven,
Reven Pharmaceuticals, Lange, and Volk were not the subject of any litigation. These statements
include:
a.  Reven’s 2018 PPM unequivocal statement that, “The Company is not currently
the subject of any litigation.”
b. A representation in a February 13, 2020 email from Lange, copying Volk, to
Investor 1, that, “we have no lawsuits from shareholders.”
c.  The 2020 PPM representation that: “  As of the date of this Memorandum we are
not aware of potential dispute or pending litigation and are not currently
involved in a litigation proceeding or governmental actions the outcome of
which in management’s opinion would be material to our financial condition or
results of operations.” (Emphasis added).

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88. A reasonable investor would have understood from the representations referenced
above that neither Reven/Reven Pharmaceuticals nor its officers and directors were involved in
any litigation.
89. These statements were false and misleading because a securities fraud lawsuit was
filed by an investor in 2016 against Reven Pharmaceuticals and Lange and was pending in 2018
and throughout the Relevant Period.  The Shareholder Lawsuit alleged that Reven
Pharmaceuticals and Lange made false statements and omitted material facts regarding the
company and RJX in connection with inducing an investor with diminished capacity to invest
millions of dollars. Among other things, the investor alleged that the Defendants failed to
disclose that “Reven Pharmaceuticals, in its ten plus year existence, had no revenue or earnings
from operations, no market for its shares, and sustained itself by raising monies through investor
funds.”
90. By November 2019, the plaintiff in the Shareholder Lawsuit had filed a third
amended complaint to add Reven, LLC, Reven Holdings, Inc., and Michael Volk as parties.
Reven Pharmaceuticals, Inc. and Lange were still parties to that case.
91. In September 2021, as discussed above in paragraphs 79 and 84, Reven used
$2.75 million of investor funds obtained during the Relevant Period to settle the undisclosed
Shareholder Lawsuit.
92. Each of the above representations regarding Reven, Reven Pharmaceuticals,
Lange, and Volk’s involvement in litigation were false when made, and Defendants knew or
were reckless in not knowing, and should have known, that their statements were false and

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misleading because the Defendants had knowledge of the Shareholder Litigation at the time they
made the statements because Volk and Lange were named defendants.
93. The above misrepresentations regarding Reven, Reven Pharmaceuticals, and its
directors and officers involvement in litigation were material to investors and potential investors
because a reasonable investor would want to know if the company or its officers or directors
were the subject of litigation, and certainly any litigation involving claims of securities fraud,
when deciding whether to invest.
IV. DEFENDANTS ENGAGED IN ADDITIONAL FRAUDULENT AND DECEPTIVE
CONDUCT BY SETTING UP AND MAKING PAYMENTS TO A PASS-
THROUGH SHELL COMPANY TO PAY THE REVEN PRINCIPALS.
94. As detailed above, Defendants defrauded investors in multiple ways, including by
misappropriating investor funds and making false and misleading statements. The Reven
Principals also engaged in deception when they created a pass-through or shell company, Relief
Defendant Health Analytics, to facilitate transferring investor money to the Reven Principals.
95. Volk is an owner of Health Analytics and he and Lange had signatory authority
over its bank account.
96. Health Analytics provided no goods or services to Reven or Reven
Pharmaceuticals.
97. During the Relevant period, the Defendants caused Reven Pharmaceuticals to
funnel over $1.8 million of investor funds to Health Analytics, which was then disbursed to the
Reven Principals or for their benefit.

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V. REVEN STOCK IS A SECURITY; DEFENDANTS’ CONDUCT SATISFIES THE
IN CONNECTION WITH” AND “IN THE OFFER OR SALE”
REQUIREMENTS; THEY USED THE INSTRUMENTALITIES OF
INTERSTATE COMMERCE.
98. The Reven common stock offered and sold to investors by the Defendants is a
“security” within the meaning of Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the
Exchange Act, which define a “security” to include, among other things, “any . . . stock.”
99. The misstatements and omissions alleged herein were made by Defendants and
disseminated by Defendants to induce investors to buy the securities offered through the Reven
offerings of securities, and investors did, in fact, purchase Reven securities based on these false
and misleading statements.
100. In connection with the conduct alleged in this Complaint, Defendants, directly or
indirectly, singly or in concert with others, made use of the means or instruments of
transportation or communication in interstate commerce, the means or instrumentalities of
interstate commerce, or of the mails, including soliciting investors located in Colorado and other
states by telephone and email, providing documents containing false and misleading statements
to investors via email, and obtaining funds from those investors through interstate commerce.
101. For example, a number of the misstatements and omissions alleged herein were
made in the written Offering Documents disseminated to investors by Defendants, such as the
PPMs, Investor Decks, and information in emails.

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VI. RELIEF DEFENDANTS RECEIVED PROCEEDS OR OWN OR MAINTAIN
ASSETS FROM DEFENDANTS’ FRAUD TO WHICH THEY HAVE NO
LEGITIMATE CLAIM.
102. As alleged above, Relief Defendants Health Analytics received proceeds from
Defendants’ fraud for which it provided no reciprocal goods or services, and to which it has no
legitimate claim. As a result, those funds should be returned to defrauded investors.
103. As alleged above, Relief Defendants Reven LLC, Reven IP, Reven Oncology are
the owners or potential owners of valuable assets in the form of intellectual property, which has
been obtained, maintained, expanded, or exploited by the proceeds of the fraud. Prior to and
continuing through the Relevant Period the intellectual property was transferred to these Relief
Defendants without consideration.
CLAIMS FOR RELIEF
First Claim for Relief
Section 17(a) of the Securities Act
(All Defendants)

104. The SEC realleges and incorporates by reference in this claim for relief the
allegations set forth above.
105. Defendants, directly or indirectly, in the offer or sale of securities by the use of
means or instruments of transportation or communication in interstate commerce or by use of the
mails, acting with the requisite state of mind: (a) employed devices, schemes, or artifices to
defraud; (b) obtained money or property by means of untrue statements of a material fact or by
omitting to state a material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and (c) engaged in transactions,

31

practices, or courses of business which operated or would operate as a fraud or deceit upon the
purchaser.
106. By engaging in the conduct described above, Defendants violated, and unless
restrained and enjoined will continue to violate, Section 17(a) of the Securities Act. 15 U.S.C. §§
77q(a).
Second Claim for Relief
Section 10(b) and Rule 10b-5 of the Exchange Act
(All Defendants)

107. The SEC realleges and incorporates by reference in this claim for relief the
allegations set forth above.
108. Defendants, directly or indirectly, in connection with the purchase or sale of a
security, and by the use of means or instrumentalities of interstate commerce, of the mails, or of
the facilities of a national securities exchange, knowingly and recklessly: (a) employed devices,
schemes, or artifices to defraud; (b) made untrue statements of a material fact or omitted to state
a material fact necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and (c) engaged in acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
109. By engaging in the conduct described above, Defendants 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 10b-5 thereunder, 17 C.F.R. § 240.10b-5.

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Third Claim for Relief
Control Person Liability Under Section 20(a) of the Exchange Act for Violations of Section
10(b) of the Exchange Act and Rule 10b-5
 (Alternatively, Against Denomme, Lange, and Volk)

110. The SEC realleges and incorporates by reference in this claim for relief the
allegations set forth above.
111. As alleged above, Defendants violated 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.
112. During the Relevant Period, Denomme, Lange, and Volk, as co-founders, most-
senior executive officers, sole acting directors, and collectively, majority owners of Reven and
Reven Pharmaceuticals, exercised control over the management, general operations, and polices
of Reven and Reven Pharmaceuticals, as well as the specific activities upon which their
violations are based.
113. By reason of the foregoing, Denomme, Lange, and Volk are liable as a control
persons under Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a), for Reven and Reven
Pharmaceuticals’ violations 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.
Fourth Claim for Relief
Disgorgement from Relief Defendants – Pursuant to Section 6501 of the National Defense
Authorization Act for Fiscal Year 2021, Pub. L. No. 116-283 and Equitable Principles
(Relief Defendants Reven LLC, Reven IP, Reven Oncology, and Health Analytics)
114. The SEC realleges and incorporates by reference in this claim for relief the
allegations set forth above.
115. Each Relief Defendant obtained money, property, and assets that are the proceeds,
or are traceable to the proceeds, of the fraud and violations of the securities laws by Defendants.

33

116. Each Relief Defendant has no legitimate claim to these illicit proceeds or assets,
having obtained the funds under circumstances in which it is not just, equitable, or conscionable
for it to retain the funds or assets, and therefore each of them has been unjustly enriched.
PRAYER FOR RELIEF
WHEREFORE, the SEC seeks the following relief:
1. Find that the Defendants committed the violations alleged in this Complaint;
2. Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of
Civil Procedure, temporarily, preliminary and, permanently restraining and enjoining Defendants
and their agents, servants, employees, attorneys, and accountants, and those persons in active
concert or participation with them, who receive actual notice of the Final Judgment by personal
service or otherwise, and each of them, from engaging in transactions, acts, practices, and
courses of business described herein, and from engaging in conduct of similar purport and object
in violation of Section 17(a) of Securities Act, 15 U.S.C. § 77q(a), Section 10(b) of the Exchange
Act, 15 U.S.C. § 78j(b), and Exchange Act Rule 10b-5, 17 C.F.R. § 240.10b-5, thereunder;
3. Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently restraining and enjoining the Reven Principals from directly or
indirectly, including, but not limited to, through any entity owned or controlled by them,
participating in the issuance, purchase, offer, or sale of any security, provided, however, with the
exception of any securities issued by Reven or Reven Pharmaceuticals, that such injunction shall
not prevent them from purchasing or selling securities for their own personal account;
4. Order Defendants to disgorge ill-gotten gains received during the period of
violative conduct and pay prejudgment interest on such ill-gotten gains;

34

5. Order Defendants to pay civil money penalties pursuant to Section 20(d) of the
Securities Act, 15 U.S.C. § 77t(d), and Section 21(d)(3) of the Exchange Act, 15 U.S.C. §
78u(d)(3);
6. Order that each of the Reven Principals be permanently prohibited from acting as
an officer or director of any public company; and
7. Grant such other and further relief as this Court may deem just and proper.
JURY DEMAND
The SEC demands a trial by jury on all claims so triable.
Dated:  December 8, 2022  Respectfully submitted,

 By: s/ Kenneth E. Stalzer
  Kenneth E. Stalzer
Sharan E. Lieberman
U.S. Securities and Exchange Commission
1961 Stout Street, Suite 1700
Denver, CO 80294-1961
Telephone: 303-844-1055 (Stalzer)
                   303-844-1036 (Lieberman)
                   303-844-1000 (Main)
Email: [email protected]
 [email protected]
Attorneys for Plaintiff
U.S. Securities and Exchange Commission

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLORADO 

 

Civil Action No.  
 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION, 

Plaintiff, 

v. 

REVEN HOLDINGS, INC. d/b/a REVEN 
PHARMACEUTICALS, REVEN 
PHARMACEUTICALS, INC., BRIAN D. 
DENOMME, PETER B. LANGE, and MICHAEL A. 
VOLK, 

Defendants, 

and 

REVEN, LLC, REVEN IP HOLDCO, LLC, REVEN 
ONCOLOGY LICENSING, LLC, and HEALTH 
ANALYTICS & RESEARCH SERVICES, LLC, 

Relief Defendants. 

 
 
 

FILED UNDER SEAL 

COMPLAINT AND JURY DEMAND 

 
Plaintiff, United States Securities and Exchange Commission (“SEC” or “Commission”), 

alleges as follows against Defendants Reven Holdings, Inc. d/b/a Reven Pharmaceuticals 

(“Reven”), Reven Pharmaceuticals, Inc. (“Reven Pharmaceuticals”), Brian D. Denomme, Peter 

B. Lange, and Michael A. Volk (Denomme, Lange, and Volk, collectively “Reven Principals”) 

(collectively, “Defendants”) and Relief Defendants Reven, LLC (“Reven LLC”), Reven IP 

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Holdco LLC (“Reven IP”), Reven Oncology Licensing, LLC (“Reven Oncology”), and Health 

Analytics & Research Services, LLC (“Health Analytics”) (collectively, “Relief Defendants”). 

INTRODUCTION 

1. The SEC brings this emergency enforcement action to stop an ongoing offering 

fraud and misappropriation of investor assets by Defendants. In or around January 2019 and 

continuing through the present (the “Relevant Period”), Reven, a start-up biotechnology and 

pharmaceutical company, and the Reven Principals raised at least $44 million from 

approximately 175 investors to develop a drug called Rejuveinix (“RJX”). During the Relevant 

Period, Defendants misappropriated at least $8.8 million in investor funds. 

2. Defendants misappropriated investor money through a variety of means, including 

by funneling investor funds from Reven’s and Reven Pharmaceuticals’ bank accounts through a 

shell company, Health Analytics, that the Reven Principals jointly owned, and into the Reven 

Principals’ personal bank accounts. At times, the Reven Principals also used misappropriated 

investor funds to buy expensive jewelry and to pay various personal expenses, including 

mortgages, credit cards, travel for themselves and their family members, and Tesla and Mercedes 

car leases.  

3.  During the Relevant Period, Defendants also made numerous false and 

misleading statements in connection with the offer and sale of securities to investors, including 

representations about the amount of compensation they earned (they took millions of dollars of 

investor funds in addition to the compensation they disclosed), that Reven had or would soon 

have audited financial statements (it did not and could not given that no auditors had even been 

retained), that Reven would soon launch a public offering (similarly, it could not because it 

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3 
 

needed audited financials, among other things, to do so), the specific use of investors’ funds to 

be used for clinical drug trials or to complete its public offering (it instead used funds to pay off 

pending litigation and to pay other third parties), and that there was no litigation (in fact, Reven 

and some of its principals had been sued for conduct giving rise to securities fraud). 

4. Defendants’ fraudulent and deceptive conduct continued even after the SEC staff 

contacted them in early November 2021. Defendants misappropriated investor funds at least 

through the end of 2021. And, as recently as October 2022, Defendants have solicited money 

from investors while continuing to make false and misleading statements related to whether other 

investors were actually investing millions of dollars (none had or committed to), and threatening 

investors that if they do not invest, Defendants will sell Reven’s intellectual property (“IP”) (e.g., 

patents relating to RJX) for pennies. 

5. By engaging in this conduct, Defendants violated Section 17(a) of the Securities 

Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a), Section 10(b) of the Securities Exchange Act 

of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Exchange Act Rule 10b-5 thereunder, 17 

C.F.R. § 240.10b-5. Unless restrained and enjoined, Defendants will continue to violate the 

federal securities laws. 

6. Relief Defendant Health Analytics received illicit proceeds from the Defendants’ 

fraud to which it has no legitimate claim and under circumstances in which it is not just, 

equitable, or conscionable for it to retain the funds. Reven LLC, Reven IP, and Reven Oncology 

are the owners of intellectual property, which has been obtained, maintained, expanded, or 

exploited with proceeds of Defendants’ fraud and, prior to and continuing through the Relevant 

Period, the IP was transferred to these Relief Defendants for no consideration.  

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DEFENDANTS 

7. Reven Holdings, Inc. (“Reven”) is a Delaware corporation with its principal 

place of business in Westminster, Colorado. Reven was formed in August 2018 as a privately 

held biotechnology and pharmaceutical holding company with the purpose of acquiring and 

commercializing pharmaceutical assets in various stages of clinical development, including a 

cardiovascular intravenous drug treatment call RJX, which is a purported treatment for critical 

limb ischemia, sepsis, cancer, viral illnesses, and COVID-19. Reven does business as “Reven 

Pharmaceuticals.” Denomme, Lange, and Volk are its sole acting directors, are the most senior 

officers of the company, collectively are the majority owners of Reven’s stock, and are 

signatories on and control Reven’s bank accounts.  

8. Reven Pharmaceuticals, Inc. was a Florida corporation formed in October 1999, 

located in Golden, Colorado. On August 21, 2018, pursuant to an Asset Contribution Agreement 

and Plan of Reorganization, Reven Pharmaceuticals transferred its assets and liabilities to 

Reven’s wholly owned subsidiary relief defendant Reven, LLC, and Reven Pharmaceuticals 

shareholders became proportionate shareholders of Reven. In September 2019, Reven 

Pharmaceuticals was administratively dissolved as a Florida corporation, but presently maintains 

an active bank account where investor funds are deposited and proceeds are disbursed. Reven 

does business as Reven Pharmaceuticals, and the Defendants use the names Reven and Reven 

Pharmaceuticals interchangeably. The Reven Principals are signatories on and control Reven 

Pharmaceuticals’ bank accounts. 

9. Brian Denomme, age 59, is a resident of Northville, Michigan. Denomme is a 

Reven co-founder, a member of Reven’s board, and Reven’s president. He was formerly Reven’s 

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chief operating officer (“COO”). He owns approximately 17% of Reven’s shares, as of July 6, 

2020, and collectively with Lange and Volk controls the majority of Reven stock.  

10. Peter B. Lange, age 64, is a resident of San Antonio, Texas. Lange is a Reven co-

founder, a member of Reven’s board, and Reven’s chief executive officer (“CEO”). Lange is a 

dual United States and Swiss citizen. He owns approximately 18% of Reven’s shares, as of July 

6, 2020, and collectively with Denomme and Volk controls the majority of Reven stock. 

11. Michael Volk, age 54, is a resident of Broomfield, Colorado. Volk is a Reven co-

founder, a member of Reven’s board, and Reven’s chief strategy officer (“CSO”). Until April 

2020, Volk was Reven’s chief financial officer (“CFO”), when Reven hired a contract CFO. 

When that CFO resigned in or around August 2022, Volk again took over the role. He owns 

approximately 16% of Reven’s shares, as of July 6, 2020, and collectively with Denomme and 

Lange controls the majority of Reven shares. 

RELIEF DEFENDANTS 

12. Reven, LLC, a Delaware limited liability company formed in August 2018, with 

its principal place of business in Westminster, Colorado, is a wholly owned subsidiary of Reven. 

In its offering materials, Reven describes Reven, LLC as its operating company. In August 2018, 

Reven Pharmaceuticals transferred its assets, including its intellectual property (“IP”), to Reven, 

LLC. At that time, Reven, LLC owned and controlled the IP relating to RJX. 

13. Reven IP Holdco LLC, a Delaware limited liability company formed in June 

2020, with its principal place of business in Westminster, Colorado, is a subsidiary of Reven. 

Reven LLC transferred some or all of its IP assets, including some or all of the IP relating to 

RJX, to Reven IP in 2020.  

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14. Reven Oncology Licensing, LLC is a Delaware limited liability company 

formed in November 2018, with an address in Golden, Colorado. A license agreement between 

Reven Oncology Licensing and a third party states that Reven Oncology owns or otherwise 

controls certain IP relating to RJX.   

15. Health Analytics & Research Services LLC, a Colorado limited liability 

company formed in September 2017, with an address in Broomfield, Colorado, is a shell 

company owned by the Reven Principals and is principally controlled by Volk. 

JURISDICTION AND VENUE 

16. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a), and Sections 21(d), 

21(d)(3)(A), 21(e), and 27(a) of the Exchange Act, 15 U.S.C. §§ 78u(d)(1), 78u(d)(3)(A), 78u(e), 

and 78aa(a).  

17. The Court has personal jurisdiction over Defendants and Relief Defendants, and 

venue is proper in the District of Colorado pursuant to Section 22(a) of the Securities Act, 15 

U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a) because many of 

the acts and transactions constituting violations of the Securities Act and Exchange Act occurred 

in this district, including misappropriation and misuse of investor funds through transactions at 

banks located in this district. In addition, Volk resides in this district, and the Reven entities have 

their principal places of business in this district, and one or more investors in Reven Holdings 

reside in this district. 

18. In connection with the conduct alleged in this Complaint, Defendants and Relief 

Defendants, directly or indirectly, singly or in concert with others, made use of the means or 

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instrumentalities of interstate commerce, the means and instruments of transportation or 

communication in interstate commerce, or the mails, including obtaining funds from investors 

through wire transfers in interstate commerce. 

FACTS 

I. BACKGROUND 

A. The Formation of Reven and the Reven Principals’ Control of Reven and 
Reven Pharmaceuticals 

1. The Formation of Reven 

19. Reven’s corporate history extends back to at least 1999 and includes two different 

name changes before the name was changed to Reven Pharmaceuticals in 2009. Between 2013 

and 2015, Reven Pharmaceuticals filed numerous SEC Form D Notices of Exempt Offerings of 

Securities for various of its securities offerings. Reven has operated as Reven Pharmaceuticals 

from 2009 until the present. 

20. In August 2018, Reven was formed as a Delaware Corporation through a 

reorganization of Reven Pharmaceuticals in which its shareholders became the same 

proportionate shareholders in Reven. Reven is a successor corporation to Reven 

Pharmaceuticals, but continues to do business as Reven Pharmaceuticals.  

21. Reven Pharmaceuticals was administratively dissolved as a Florida corporation in 

September 2019. 

22. During the Relevant Period, investor funds were deposited in two bank accounts; 

one in the name of Reven, and one in the name of Reven Pharmaceuticals. The majority of 

disbursements to the Reven Principals were made from the bank account in the name of Reven 

Pharmaceuticals. 

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2. The Reven Principals Owned and Controlled Reven and Reven 
Pharmaceuticals 

23. The Reven Principals, as co-founders, the most senior executive officers, 

directors, signatories with authority over Reven’s and Reven Pharmaceuticals’ bank accounts, 

and, collectively, as majority shareholders of Reven, exercised control over the management, 

general operations, and policies of Reven and Reven Pharmaceuticals, as well as the specific 

activities upon which their violations are based. 

24. Throughout the Relevant Period the Reven Principals held director, senior 

executive officer, and majority owner positions in Reven and Reven Pharmaceuticals: Denomme 

as a co-founder, director, and COO or President of Reven; Lange as a co-founder, director, and 

CEO of Reven; Volk as a co-founder, director, and CFO or Chief Strategy Officer, Treasurer, 

and Secretary of Reven.  

25. Denomme, Lange, and Volk wanted to own at least 51% of Reven’s shares in 

order to control Reven and took steps to ensure that they, collectively, had enough shares to be 

majority owners, such as, for example, issuing themselves shares in lieu of compensation.  

26. As of August 17, 2018, out of 392,431,372 total Reven shares issued and 

outstanding, Denomme owned 80,186,181 shares, Lange owned 84,861,290 shares, and Volk 

owned 76,952,529 shares. Thus, as of August 17, 2018, the Reven Principals owned, 

collectively, 242,000,000 shares of Reven stock, or 62% of Reven’s outstanding shares.  

27. As of July 6, 2020, Denomme, Lange, and Volk owned the same amount of shares 

as detailed in the previous paragraph, but Reven had increased its outstanding stock to 

470,766,654 shares. Thus, as of July 6, 2020, the Reven Principals owned, collectively, 

242,000,000 shares of Reven stock, or 51% of Reven’s outstanding shares. 

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28. Reven’s Bylaws state that board resolutions pass with a majority of the authorized 

directors, and that a majority vote of the shares present at any stockholders meeting constitutes 

an act of the stockholders.  

29. Each of the Reven Principals is a signatory on and has authority over the Reven 

and Reven Pharmaceuticals bank accounts into which investor funds were paid and 

disbursements were made.  

30. The Reven Principals had the power to act and did act on behalf of Reven and 

Reven Pharmaceuticals, and thus their actions alleged herein as well as their states of mind are 

imputed to Reven and Reven Pharmaceuticals.  

B. Defendants Raised Money From Investors Through the Sale of Reven 
Securities. 

31. On September 18, 2018, Reven filed an SEC Form D, Notice of Exempt Offering 

of Securities, for a total offering amount of $350 million.   

32. Thereafter, Reven raised at least $44 million from approximately 175 investors 

through the sale of Reven securities, including common stock and notes convertible to common 

stock. Reven continues to offer securities to investors and has done so as recently as October 

2022.  

33. During the Relevant Period, Defendants solicited investors by distributing Reven 

offering documents to investors and prospective investors by email and otherwise. The Reven 

offering materials included, among other things, private placement memorandums (“PPMs), 

subscription agreements (“Subscription Agreement”), investor slide deck or presentations 

(“Investor Decks”), flyers, presentations, other information about RJX, and wire instructions 

(collectively, the “Offering Documents”). 

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34. The typical process for an investor to buy common stock in Reven included 

Defendants distributing to all investors, via email and otherwise, Reven’s August 31, 2018 PPM, 

July 6, 2020 PPM, and/or January 1, 2021 PPM, Subscription Agreements that incorporated by 

reference the applicable PPM, and wire instructions. Volk signed all the Subscription 

Agreements as Reven’s CFO.  

35. The wire instructions instructed investors to wire their money to Reven’s Wells 

Fargo checking account. Defendants then typically transferred investor money to Reven 

Pharmaceuticals’ bank account from which disbursements were made.  

36. The PPMs were substantially similar and included information about Reven’s 

business, terms of the offering, RJX, its IP and patents, use of proceeds, management, executive 

compensation, and litigation involving the company and its directors and officers.  

37. By way of examples, on September 9, 2019, Lange emailed Investor 1 the 2018 

PPM. On July 8, 2020, Lange, copying Volk, emailed Investor 1 the 2020 PPM. Volk or Lange 

also provided Investor 1 with Subscription Agreements incorporating each PPM, which she 

signed and sent back to Defendants. On September 14, 2021, Volk sent Investor 2 wire 

instructions and a Subscription Agreement to complete.  

38. Defendants also held formal and informal meetings to solicit investors at hotels, 

homes, and restaurants. These meetings took place in multiple locations across the country, 

including in Florida, Michigan, and Colorado, during the Relevant Period.   

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C. Defendants are the Makers of Statements in the Offering Documents, Oral 
Representations, and Emails. 

39. The statements in the Offering Documents were made by the Defendants as those 

documents are attributed specifically to Reven, Reven Pharmaceuticals, and their management, 

and the Reven Principals had ultimate authority over the content. 

40. Given that each of the Reven Principals’ shares were necessary to maintain 

majority control, the approval of each was necessary. And the Reven Principals reviewed and 

approved the Offering Documents. 

41. Each of the Reven Principals reviewed, discussed, provided input, and approved 

the PPMs and Investor Decks. 

42. The 2018 PPM lists Reven Pharmaceuticals as the company contact. The 2018 

PPM directs requests for additional information to Volk. The 2020 and 2021 PPMs direct 

requests for additional information to Lange. 

43. Volk signed the Subscription Agreements as Reven’s CFO.  

44. Defendants were also the makers of representations in oral conversations with and 

in emails to investors. 

II. DEFENDANTS MISAPPROPRIATED OVER $8.8 MILLION OF INVESTOR 
MONEY. 

45. Instead of using investor money for the purposes disclosed in the Offering 

Documents, Defendants, using their control over Reven’s and Reven’s Pharmaceuticals’ bank 

accounts, misappropriated at least $8.8 million of investor funds through a variety of means, 

including making payments unrelated to the business directly to the Reven Principals’ personal 

bank accounts, paying personal credit cards, making payments to individuals or entities for the 

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benefit of the Reven Principals, and transferring over $1.8 million to the shell company, Health 

Analytics, from which the Reven Principals received additional payments directly or for their 

benefit. As detailed below, Defendants disclosed that the Reven Principals would receive certain 

compensation for their work at Reven.  The Reven Principals, misappropriated $8.8 million 

beyond the compensation disclosed to Reven investors. 

46. The Wire Instructions directed investors to make investments in Reven by wiring 

money to Reven’s bank account (though a de minimis amount of investor money was also sent 

directly to Reven Pharmaceuticals’ bank account). These accounts received over $44 million 

from investors. 

III. DEFENDANTS MADE MATERIALLY FALSE AND MISLEADING 
STATEMENTS AND OMISSIONS IN CONNECTION WITH THE SECURITIES 
OFFERED AND SOLD TO INVESTORS. 

47. In the Offering Documents and emails to and conversations with investors and 

prospective investors, Defendants made numerous materially false and misleading statements 

and omissions regarding, among other things, the Reven Principals’ compensation, an audit of 

Reven’s financial statements, Reven’s purported public offering, specific use of investor funds, 

and litigation involving the Defendants. 

A. Defendants Made Materially False and Misleading Statements and 
Omissions About the Reven Principals’ Compensation. 

48. Throughout the Relevant Period, in the PPMs sent to investors and prospective 

investors, Defendants made materially false and misleading statements and omissions about the 

Reven Principals’ compensation. For 2019, 2020, and 2021, Defendants purportedly disclosed 

their annual compensation from Reven, but for each of those years they personally took far more 

investor money than what was disclosed in Reven’s PPMs to investors. 

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1. For 2019, Defendants Disclosed the Reven Principals’ Compensation, 
Collectively, as Between $1.6 Million to $2.3 Million and They Took, 
Collectively, $5.3 Million. 

49. The August 31, 2018 PPM “Use of Proceeds” section disclosed that general 

administrative and payroll (“G&A”) expenses for 2019, which included payroll for all Reven 

employees, including the Reven Principals, rent, and other expenses, was expected to be $5 

million. Reven’s 2019 bank records show approximately $2.7 million in payroll costs for 

employees other than the Reven Principals and rent for Reven’s offices.  As a result, to be 

consistent with the 2018 PPM, the Reven Principals’ compensation could be no more than $2.3 

million. 

50. The July 6, 2020 PPM was even more specific about 2019 compensation for the 

Reven Principals. That PPM included a new section entitled “Executive Compensation,” which 

disclosed specific salary amounts for the Reven Principals of $540,000 each for 2019, which, 

collectively totals $1.62 million. 

2. For 2020, Defendants Disclosed the Reven Principals’ Compensation, 
Collectively, as $2 Million, and They Took, Collectively, $3.35 Million. 

51. Reven’s 2020 PPM represented in the “Executive Compensation” section that the 

Reven Principals’ 2020 salary and total compensation was $660,000 each, for a total, 

collectively, of $1.98 million. 

3. For 2021, Defendants Disclosed the Reven Principals’ Compensation, 
Collectively, as $2.16 Million, and They Took, Collectively, $6.65 
Million. 

52. The January 1, 2021 PPM also included an “Executive Compensation” section 

that disclosed the Reven Principals’ salary and total compensation of $720,000 each for 2021, for 

a collective total of $2.16 million. 

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4. The Statements Were False and Misleading, Made With Scienter, and 
Material. 

53. A reasonable investor would have understood from these statements that the 

Reven Principals’ total compensation would be $1.62 million in 2019, $1.98 million in 2020, and 

$2.16 million in 2021. 

54. These statements regarding the compensation of the Reven Principals were false 

and misleading because the Reven Principals took far in excess of the amounts appearing in the 

PPMs.   

a. In 2019, the Reven Principals took, collectively, $5,351,716: Denomme 

$909,049; Lange $1,575,860; and Volk $2,866,807. Thus, using either the $1.6 

million or $2.3 million disclosed amounts, Defendants misappropriated at a 

minimum $3 million of investor money. 

b. In 2020, the Reven Principals took, collectively, $3,356,573: Denomme 

$753,408; Lange $221,333; and Volk $2,381,832. Thus, Defendants 

misappropriated at least $1.4 million of investor money. 

c. In 2021, the Reven Principals took, collectively, $6,648,490: Denomme 

$909,049; Lange $2,078,036; Volk $3,133,502. Thus, Defendants 

misappropriated at least $4.4 million of investor money. 

55. The chart below shows the Reven Principals’ disclosed compensation and 

amounts they misappropriated for the Relevant Period: 

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56. Each of these statements regarding the Reven Principals’ compensation was false 

and misleading when made, and Defendants knew or were reckless in not knowing, and should 

have known, that these statements were false and misleading. Defendants misappropriated 

investor funds to pay for personal expenses unrelated to the business as described above and 

were aware of the payments they received.  

57. The above false and misleading statements and omissions as to the Reven 

Principals’ compensation were material to investors. A reasonable investor would want to know 

the true use of his or her funds. Moreover, the Reven Principals misappropriated at least $8.8 

million, which is approximately 20% of the total amount raised from investors during the 

Relevant Period.   

B. Defendants Made Materially False and Misleading Statements Regarding a 
Purported Audit of Reven’s Financial Statements. 

58. During the Relevant Period, Defendants represented to investors in emails and 

Investor Decks that Reven either (a) would imminently have two years of audited financial 

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statements (one of the requirements for a public offering) or (b) that Reven did have two years of 

audited financial statements.  

59. The false and misleading statements made by the Defendants in the Investor 

Decks and emails include the following: 

a. In a September 9, 2019 email to Investor 1, Lange attached an August 2019 

Reven Investor Deck stating that Reven “will have the minimum required two 

years of audited financial statements ending September 30, 2020 making it 

eligible to offer its shares for sale in an Initial Public Offering as early as October 

2020.” 

b. In a December 9, 2019 email to investors, Volk, copying Lange and Denomme, 

represented to investors that: “We are working directly with a very reputable firm 

for SEC compliance in preparation for an IPO to hopefully happen sometime 

during 2020—it will NOT be prior to October since we need a minimum of 2 

years audited financials which will be at the end of September 2020 due to 

restructure that we did last year. We are currently undergoing our first audit 

now.” (Emphasis added.) 

c. In an April 20, 2020 email to multiple investors, Volk, copying Denomme, 

attached an Investor Deck stating that the company “will have the minimum 

required two years of audited financial statements ending September 30, 2020 

making it eligible to offer its shares for sale in an Initial Public Offering as early 

as October 2020.” 

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d. In a July 8, 2020 email to Investor 1, Lange, copying Volk, told Investor 1 that 

“[o]ur audit should be completed in mid-September early October which will 

allow us to file our S1 sometime before the end of the year and taking next steps 

towards and IPO in 2021.”  

e. In an April 6, 2021 email to certain investors, Volk attached a December 2020 

Reven Investor Deck stating that Reven was working to “[o]rganize and execute 

an initial public offering (IPO) [in] early 2021” and that the company “will have 

the required minimum two years of audited financial statements ending 2020.” 

f. In an August 26, 2021 email to Investor 2, Volk, copying Lange, attached an 

August 2021 Reven Investor Deck stating that Reven was working to “[o]rganize 

and execute an [sic] public offering late in 2021,” and that the company “will 

have the required minimum two years of audited financial statements ending 

August 2021.” 

g. In a December 6, 2021 email to investors, Volk, copying Lange, attached a 

December 2021 Reven Investor Deck stating, in the section titled, “Strategic 

Paths Forward,” and “Going Public,” that the “Company has the minimum 

required two years of audited financial statements ending August 2021.” 

(Emphasis added).   

h. In a December 16, 2021 email to Investor 1, Lange, copying Volk, told Investor 1 

that he was sending her “the new deck we are starting to send out to institutions 

we are speaking to.” The attached Investor Deck stated, in the section titled 

“Strategic Paths Forward” and “Going Public,” that the “Company has the 

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minimum required two years of audited financial statements ending August 

2021.” (Emphasis added). 

i. In a September 14, 2022 email to Investor 1, Lange, copying Volk, attached an 

Investor Deck stating in the section titled, “Strategic Paths Forward” and “Going 

Public,” that the “Company has the minimum required two years of audited 

financial statements ending August 2021.” (Emphasis added). 

60. A reasonable investor would have understood from the statements referenced 

above that Reven had bookkeeping records capable of being audited, that Reven would retain or 

had retained audit firms to audit its financial statements, and, as to the representations that Reven 

had two years of audited financial statements, that an audit firm would have been retained, 

started and completed an audit. 

61. These representations about imminently having, or in fact having, audited 

financial statements, or suggesting that Reven would soon “go public,” were false and 

misleading. In reality, during the Relevant Period:  

a. No audit of Reven’s financial statements was ever started, let alone completed. 

b. Reven never retained any accounting or auditing firm to perform an audit of 

Reven’s financial statements; and 

c. Reven never had complete and reconciled accounting and bookkeeping records 

necessary to generate financial statements capable of being audited. 

62. Each of the above statements regarding audited financial statements were false 

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

their statements were false and misleading. Each of the Reven Principals were senior officers of 

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the company and knew the status of any audit because of weekly update conference calls with 

the then-CFO. 

63. On weekly conference calls with the Reven Principals from approximately spring 

of 2021 until early fall of 2021, Reven’s former contract CFO repeatedly told each of the Reven 

Principals that Reven needed to properly reconcile its financials in order to prepare tax returns 

and that Reven’s financial statements could not be audited and that Reven could not go public 

until its financial records were reconciled.  

64. The above misrepresentations regarding the imminent or completed audit of 

Reven’s financial statements were material to investors and potential investors because a 

reasonable investor would want to know whether Reven’s financial statements were audited 

when assessing the reliability of representations regarding Reven’s financial condition and 

performance and its ability to have a public offering.  

C. Defendants Made Materially False and Misleading Statements Regarding 
Reven’s Purported Direct Public Offering. 

65. A direct public offering (“DPO”), or direct listing, is where a company offers its 

securities on a stock exchange, like NYSE or NASDAQ, directly to the public, without financial 

intermediaries, such as investment banks and underwriters, in order to have lower transaction 

costs as compared to an initial public offering or IPO.  

66. A DPO required Reven to: have at least two years of audited financial statements; 

prepare and file an S-1 registration statement with the SEC (which requires audited financial 

statements); meet the stock exchanges’ listing rules, including meeting certain financial metrics 

such as pre-tax income targets for a certain historical period or meeting certain market 

capitalization targets; and obtain a recent valuation from an independent third party indicating at 

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least $250 million in aggregate market value of publicly held shares (i.e., held by persons other 

than directors, officers, and presumed affiliates).  

67. In the summer of 2021, Defendants represented to investors that Reven was 

preparing for a DPO of its stock on a major stock exchange, such as NYSE or NASDAQ, by at 

least October 2021.  

68. Defendants made representations to induce investors to invest in Reven before a 

purported DPO occurred. These statements include: 

a. On July 14, 2021, Defendants sent Investor 1 a document entitled “Reven 

Holdings Pre-Direct Public Offering Brief and Deal Structure.” In that document, 

Defendants represented that: 

Reven is currently preparing for a Direct Public Offering of their stock on a major 
stock exchange to occur September/October 2021. The company intends on filing 
its S-1 registration statement as early as August as a required final step outlining 
the specific details of the offering as well as competing [sic] formal registration of 
the company’s authorized and issued capital. Reven has completed all of the 
necessary groundwork to accomplish a listing and public offering of its shares 
with the exception of the completion of its financial audit. The company intends 
on selling 5,000,000 newly issued shares in the direct public offering priced at 
$5.00/share to raise $25 Million for the continued support of its clinical 
development program. Prior to the offering, Reven is seeking to raise an 
additional $7.5 million to complete the current in-process trials and provide the 
required financial support to complete the public offering.  

This pre-public offering is being presented to existing shareholders as a final 
opportunity to purchase shares prior to the company being listed on a public 
exchange. There is no obligation for any shareholder to participate in this 
offering, and everyone will be able to acquire additional shares once the listing is 
completed and the shares are freely trading on the exchange of choice at whatever 
the market price may be at the time.  

Number of Pre-Listing Shares being Issued: 7,500,000 
Class of Shares: Common stock (ALL authorized and issued Reven shares are 
common) 
Pre-Listing Price Per Share for this Offering: $1.00 

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Anticipated Listing Price: $5.00 - $7.00 
Anticipated Exchange: NYSE or NASDAQ - NYSE is the exchange of choice 
for DPO 

 
(Italic emphasis added).  

b. On June 9, 2021, Investor 3 received an email written by Lange, on which Volk 

was copied, that made many of the same representations, including: 

Our timeline is to launch the DPO in September when everyone is heading back 
to work. . . . Its [sic] important to know that our S1 is essentially already finished 
which requires our audit to be completed which should be finished in the next 45-
60 days. Our projection is July 15th but with summer holidays I really think we 
will not hit that date.  

Here is an update with respect to our pursuit of a public listing subsequent to the 
completion and filing of our S-1 registration statement being filed with the SEC 
within the next 3 – 5 weeks. 

c. On August 26, 2021, Investor 2 received an email form Volk, copying Lange, 

soliciting him to invest in the pre-DPO offering, representing that he could invest 

for $2.50 a share, and that the “desired opening price is anticipated to be around 

the $5.00 to $7.00 dollar per share range.”  

d. On September 14, 2021, in a phone conversation with Volk, Volk represented to 

Investor 2 that Reven’s DPO was “inevitable” and would be completed in the next 

few months. In the same conversation, Volk also told Investor 2 that Reven would 

use this pre-public offering cash infusion to complete phase II drug trials, do more 

phase II drug trials, and to complete the necessary steps to have a DPO. Volk 

eventually offered to sell Investor 2 pre-DPO Reven shares at $1.00 per share. 

69. Based on these representations, Investor 1 wired $2 million on or around July 16, 

2021, and another $3 million on or around August 27, 2021 to Reven’s bank account to buy 

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additional shares of Reven stock. Investor 2 wired $2.5 million to Reven’s bank account on 

September 15, 2021 to buy shares of Reven Stock.  

70. A reasonable investor would have understood from the representations referenced 

above that, with the exception of completing an audit of its financial statements, Reven had 

completed all steps necessary to file an S-1 registration statement, that a complete audit of its 

financial statements was imminent, and that Reven would have satisfied all the requirements to 

list its stock through a DPO on the NYSE or NASDAQ in the next one to three months. 

71. These statements in paragraphs 68.a-d were false and misleading because Reven 

was not able to launch a DPO in September or October 2021 because it failed to complete the 

necessary steps and was not in a position to take the necessary steps because it had not engaged 

an audit firm, and its books and records were not auditable. 

72. As noted above, Reven needed to file a Form S-1 with the SEC to do a DPO.  

However, Reven had not submitted an S-1 registration statement to the SEC at the time the 

statements were made. At no time during the Relevant Period did Reven file an S-1 with the 

SEC. Additionally, certain steps needed to take place prior to Reven filing a Form S-1, and 

contrary to Reven’s representations, none of these steps occurred, including: having audited 

financial statements, books and records capable of being audited, hiring an audit firm, and 

completing the audit. 

73. Defendants omitted to state material facts that were necessary to render their 

statements that they intended to launch a DPO in September or October 2021 not misleading. 

These omissions included that Reven could not have launched a DPO because its books and 

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records were so incomplete that it could not be audited, and that would prevent it from filing a 

Form S-1 as required for a DPO. 

74. Each of the above representations regarding a DPO were false or misleading when 

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

statements were false and misleading. The Reven Principals knew that there was not going to be 

an audit or that an S-1 filing was not imminent because they had not engaged an audit firm and 

Reven’s CFO had been telling each of the Reven Principals in their weekly conference calls the 

same since the spring of 2021. 

75. The above misrepresentations regarding the steps taken necessary to do a DPO 

and that a DPO was imminent were material to investors and potential investors because a 

reasonable investor would understand that Reven’s failure to launch a DPO would diminish the 

value of their investment. 

D. Defendants Made Other Materially False and Misleading Statements to 
Investors About the Specific Use of Their Funds. 

1. Defendants Made False and Misleading Statements to Investor 1 
About How Her 2019 Investment Would be Used. 

76. At a meeting on September 16, 2019, Investor 1 discussed with Volk and Lange 

how her first $2 million investment in September 2019 would be used. In response, Lange, 

copying Volk and Denomme, emailed Investor 1 on September 17, 2019, with the subject line, 

“Use of your investment,” representing that, among other things, $50,000 would be paid to each 

of the Reven Principals, for a total of $150,000. 

77. Instead, from Investor 1’s $2 million 2019 investment, Denomme received 

$98,396; Lange received $290,000; and Volk received $248,714, or collectively 31% of Investor 

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1’s investment. At the time Investor 1 transferred her investment funds, the bank accounts where 

the funds were wired had a balance of only $24,912, with no other substantial investor deposits 

between the time of Investor 1’s deposit, and disbursements to the Reven Principals. 

2. Defendants Made False and Misleading Statements to Investor 1 and 
Investor 2 Regarding How Their 2021 Investments Would Be Used. 

78. Defendants Volk and Lange made false and misleading statements to Investor 1 

and Investor 2 that their investments in August and September of 2021, respectively, would be 

used only to complete clinical trials, start new ones, and to pay for completing the steps 

necessary to list in a DPO.  

79. Reven used some of  Investor 1’s $3 million August 27, 2021 investment or  

Investor 2’s $2.5 million September 15, 2021 investment, or some of both, to make an initial 

$1.5 million payment toward an oncology intellectual property license transaction with a 

company owned by Reven’s then-chief-medical officer and to pay at least $2 million to settle an 

undisclosed five-year-old Reven shareholder securities fraud lawsuit (the “Shareholder 

Lawsuit”), in which the plaintiff, a Reven shareholder, had alleged that Reven, Reven 

Pharmaceuticals, Reven, LLC Lange and Volk had committed fraud and securities fraud. The 

previous balances in the bank accounts were not sufficient to cover these payments and no other 

substantial investor deposits were made during this time frame that could have covered these 

payments. 

3. Defendants Made False and Misleading Statements as to How 
Investor 3’s 2021 Investment Would Be Used. 

80. On September 1, 2021, in a phone conversation between Lange and Investor 3, 

Lange made false and misleading statements to Investor 3 that her September 2021 investment 

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would be used towards the payment of the above-mentioned licensing agreement with Reven’s 

then-chief-medical officer’s company to license its oncology intellectual property. That same 

day, Lange, copying Volk and Denomme, emailed Investor 3 and some of her family members 

the same information. 

81. On September 8, 2021, Investor 3 spoke with Lange on the phone about the 

proposed investment. Lange then sent Investor 3 a follow up email explaining how Reven would 

use the acquired oncology intellectual property.  

82. On September 10, 2021, Investor 3 and some of her family members had a 

conference call to understand the licensing transaction and how investing in Reven would help 

fund the acquisition. 

83. Based on these representations, Investor 3 invested $500,000 on September 24, 

2021, and two of her family members invested an additional $500,000 each. 

84. Instead of using the investment money to obtain the licensing agreement, Reven 

used a portion to make an additional settlement payment toward the Shareholder Lawsuit, as well 

as for other payments unrelated to the purported oncology licensing transaction. Because an 

initial payment for the licensing transaction was made on September 16, 2021, none of Investor 

3’s money could have gone to pay for the licensing deal because it was deposited on September 

24, 2021, and no other payments were made towards the licensing transaction before these 

investors’ money was disbursed. 

4. Each of These Representations Were Made With Scienter and Were 
Material. 

85. Each of the above representations regarding the specific use of these investor 

funds were false when made, and Defendants knew or were reckless in not knowing, and should 

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have known, that their statements were false and misleading because the Defendants intended to 

and did use the money for purposes other than what they had disclosed to investors and knew 

that they had not disclosed to investors the true purposes for which they would use these investor 

funds. 

86. The above misrepresentations regarding specific use of funds were material 

because a reasonable investor would consider whether Defendants would use their money as 

represented when deciding whether to invest. 

E. Defendants Made Materially False and Misleading Statements and 
Omissions About the Shareholder Lawsuit. 

87. During the Relevant Period, Defendants represented to investors that Reven, 

Reven Pharmaceuticals, Lange, and Volk were not the subject of any litigation. These statements 

include:  

a.  Reven’s 2018 PPM unequivocal statement that, “The Company is not currently 

the subject of any litigation.” 

b. A representation in a February 13, 2020 email from Lange, copying Volk, to 

Investor 1, that, “we have no lawsuits from shareholders.” 

c.  The 2020 PPM representation that: “As of the date of this Memorandum we are 

not aware of potential dispute or pending litigation and are not currently 

involved in a litigation proceeding or governmental actions the outcome of 

which in management’s opinion would be material to our financial condition or 

results of operations.” (Emphasis added).  

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88. A reasonable investor would have understood from the representations referenced 

above that neither Reven/Reven Pharmaceuticals nor its officers and directors were involved in 

any litigation. 

89. These statements were false and misleading because a securities fraud lawsuit was 

filed by an investor in 2016 against Reven Pharmaceuticals and Lange and was pending in 2018 

and throughout the Relevant Period.  The Shareholder Lawsuit alleged that Reven 

Pharmaceuticals and Lange made false statements and omitted material facts regarding the 

company and RJX in connection with inducing an investor with diminished capacity to invest 

millions of dollars. Among other things, the investor alleged that the Defendants failed to 

disclose that “Reven Pharmaceuticals, in its ten plus year existence, had no revenue or earnings 

from operations, no market for its shares, and sustained itself by raising monies through investor 

funds.” 

90. By November 2019, the plaintiff in the Shareholder Lawsuit had filed a third 

amended complaint to add Reven, LLC, Reven Holdings, Inc., and Michael Volk as parties. 

Reven Pharmaceuticals, Inc. and Lange were still parties to that case.  

91. In September 2021, as discussed above in paragraphs 79 and 84, Reven used 

$2.75 million of investor funds obtained during the Relevant Period to settle the undisclosed 

Shareholder Lawsuit. 

92. Each of the above representations regarding Reven, Reven Pharmaceuticals, 

Lange, and Volk’s involvement in litigation were false when made, and Defendants knew or 

were reckless in not knowing, and should have known, that their statements were false and 

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misleading because the Defendants had knowledge of the Shareholder Litigation at the time they 

made the statements because Volk and Lange were named defendants. 

93. The above misrepresentations regarding Reven, Reven Pharmaceuticals, and its 

directors and officers involvement in litigation were material to investors and potential investors 

because a reasonable investor would want to know if the company or its officers or directors 

were the subject of litigation, and certainly any litigation involving claims of securities fraud, 

when deciding whether to invest. 

IV. DEFENDANTS ENGAGED IN ADDITIONAL FRAUDULENT AND DECEPTIVE 
CONDUCT BY SETTING UP AND MAKING PAYMENTS TO A PASS-
THROUGH SHELL COMPANY TO PAY THE REVEN PRINCIPALS.  

94. As detailed above, Defendants defrauded investors in multiple ways, including by 

misappropriating investor funds and making false and misleading statements. The Reven 

Principals also engaged in deception when they created a pass-through or shell company, Relief 

Defendant Health Analytics, to facilitate transferring investor money to the Reven Principals.    

95. Volk is an owner of Health Analytics and he and Lange had signatory authority 

over its bank account.  

96. Health Analytics provided no goods or services to Reven or Reven 

Pharmaceuticals. 

97. During the Relevant period, the Defendants caused Reven Pharmaceuticals to 

funnel over $1.8 million of investor funds to Health Analytics, which was then disbursed to the 

Reven Principals or for their benefit. 

   

 

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V. REVEN STOCK IS A SECURITY; DEFENDANTS’ CONDUCT SATISFIES THE 
IN CONNECTION WITH” AND “IN THE OFFER OR SALE” 
REQUIREMENTS; THEY USED THE INSTRUMENTALITIES OF 
INTERSTATE COMMERCE. 

98. The Reven common stock offered and sold to investors by the Defendants is a 

“security” within the meaning of Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the 

Exchange Act, which define a “security” to include, among other things, “any . . . stock.” 

99. The misstatements and omissions alleged herein were made by Defendants and 

disseminated by Defendants to induce investors to buy the securities offered through the Reven 

offerings of securities, and investors did, in fact, purchase Reven securities based on these false 

and misleading statements. 

100. In connection with the conduct alleged in this Complaint, Defendants, directly or 

indirectly, singly or in concert with others, made use of the means or instruments of 

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

interstate commerce, or of the mails, including soliciting investors located in Colorado and other 

states by telephone and email, providing documents containing false and misleading statements 

to investors via email, and obtaining funds from those investors through interstate commerce. 

101. For example, a number of the misstatements and omissions alleged herein were 

made in the written Offering Documents disseminated to investors by Defendants, such as the 

PPMs, Investor Decks, and information in emails. 

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VI. RELIEF DEFENDANTS RECEIVED PROCEEDS OR OWN OR MAINTAIN 
ASSETS FROM DEFENDANTS’ FRAUD TO WHICH THEY HAVE NO 
LEGITIMATE CLAIM. 

102. As alleged above, Relief Defendants Health Analytics received proceeds from 

Defendants’ fraud for which it provided no reciprocal goods or services, and to which it has no 

legitimate claim. As a result, those funds should be returned to defrauded investors.  

103. As alleged above, Relief Defendants Reven LLC, Reven IP, Reven Oncology are 

the owners or potential owners of valuable assets in the form of intellectual property, which has 

been obtained, maintained, expanded, or exploited by the proceeds of the fraud. Prior to and 

continuing through the Relevant Period the intellectual property was transferred to these Relief 

Defendants without consideration.  

CLAIMS FOR RELIEF 

First Claim for Relief 
Section 17(a) of the Securities Act 

(All Defendants) 
 

104. The SEC realleges and incorporates by reference in this claim for relief the 

allegations set forth above.  

105. Defendants, directly or indirectly, in the offer or sale of securities by the use of 

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

mails, acting with the requisite state of mind: (a) employed devices, schemes, or artifices to 

defraud; (b) obtained money or property by means of untrue statements of a material fact or by 

omitting to state a material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and (c) engaged in transactions, 

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

purchaser. 

106. By engaging in the conduct described above, Defendants violated, and unless 

restrained and enjoined will continue to violate, Section 17(a) of the Securities Act. 15 U.S.C. §§ 

77q(a). 

Second Claim for Relief 
Section 10(b) and Rule 10b-5 of the Exchange Act  

(All Defendants) 
 

107. The SEC realleges and incorporates by reference in this claim for relief the 

allegations set forth above.  

108. Defendants, directly or indirectly, in connection with the purchase or sale of a 

security, and by the use of means or instrumentalities of interstate commerce, of the mails, or of 

the facilities of a national securities exchange, knowingly and recklessly: (a) employed devices, 

schemes, or artifices to defraud; (b) made untrue statements of a material fact or omitted to state 

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

under which they were made, not misleading; and (c) engaged in acts, practices, or courses of 

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

109. By engaging in the conduct described above, Defendants 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 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

 

 

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Third Claim for Relief 
Control Person Liability Under Section 20(a) of the Exchange Act for Violations of Section 

10(b) of the Exchange Act and Rule 10b-5 
 (Alternatively, Against Denomme, Lange, and Volk) 

 
110. The SEC realleges and incorporates by reference in this claim for relief the 

allegations set forth above. 

111. As alleged above, Defendants violated 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. 

112. During the Relevant Period, Denomme, Lange, and Volk, as co-founders, most-

senior executive officers, sole acting directors, and collectively, majority owners of Reven and 

Reven Pharmaceuticals, exercised control over the management, general operations, and polices 

of Reven and Reven Pharmaceuticals, as well as the specific activities upon which their 

violations are based. 

113. By reason of the foregoing, Denomme, Lange, and Volk are liable as a control 

persons under Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a), for Reven and Reven 

Pharmaceuticals’ violations 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.  

Fourth Claim for Relief 
Disgorgement from Relief Defendants – Pursuant to Section 6501 of the National Defense 
Authorization Act for Fiscal Year 2021, Pub. L. No. 116-283 and Equitable Principles 

(Relief Defendants Reven LLC, Reven IP, Reven Oncology, and Health Analytics) 

114. The SEC realleges and incorporates by reference in this claim for relief the 

allegations set forth above. 

115. Each Relief Defendant obtained money, property, and assets that are the proceeds, 

or are traceable to the proceeds, of the fraud and violations of the securities laws by Defendants. 

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116. Each Relief Defendant has no legitimate claim to these illicit proceeds or assets, 

having obtained the funds under circumstances in which it is not just, equitable, or conscionable 

for it to retain the funds or assets, and therefore each of them has been unjustly enriched. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC seeks the following relief: 

1. Find that the Defendants committed the violations alleged in this Complaint;  

2. Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of 

Civil Procedure, temporarily, preliminary and, permanently restraining and enjoining Defendants 

and their agents, servants, employees, attorneys, and accountants, and those persons in active 

concert or participation with them, who receive actual notice of the Final Judgment by personal 

service or otherwise, and each of them, from engaging in transactions, acts, practices, and 

courses of business described herein, and from engaging in conduct of similar purport and object 

in violation of Section 17(a) of Securities Act, 15 U.S.C. § 77q(a), Section 10(b) of the Exchange 

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

3. Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently restraining and enjoining the Reven Principals from directly or 

indirectly, including, but not limited to, through any entity owned or controlled by them, 

participating in the issuance, purchase, offer, or sale of any security, provided, however, with the 

exception of any securities issued by Reven or Reven Pharmaceuticals, that such injunction shall 

not prevent them from purchasing or selling securities for their own personal account; 

4. Order Defendants to disgorge ill-gotten gains received during the period of 

violative conduct and pay prejudgment interest on such ill-gotten gains; 

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5. Order Defendants to pay civil money penalties pursuant to Section 20(d) of the 

Securities Act, 15 U.S.C. § 77t(d), and Section 21(d)(3) of the Exchange Act, 15 U.S.C. § 

78u(d)(3);  

6. Order that each of the Reven Principals be permanently prohibited from acting as 

an officer or director of any public company; and 

7. Grant such other and further relief as this Court may deem just and proper. 

JURY DEMAND 

The SEC demands a trial by jury on all claims so triable.   

Dated:  December 8, 2022  Respectfully submitted, 
   
 By: s/ Kenneth E. Stalzer 
  Kenneth E. Stalzer 

Sharan E. Lieberman 
U.S. Securities and Exchange Commission 
1961 Stout Street, Suite 1700 
Denver, CO 80294-1961 
Telephone: 303-844-1055 (Stalzer) 
                   303-844-1036 (Lieberman) 
                   303-844-1000 (Main) 
Email: [email protected] 
 [email protected] 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission 

   
 

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	Defendants
	Relief Defendants
	Jurisdiction and Venue
	I. BACKGROUND
	A. The Formation of Reven and the Reven Principals’ Control of Reven and Reven Pharmaceuticals
	1. The Formation of Reven
	2. The Reven Principals Owned and Controlled Reven and Reven Pharmaceuticals

	B. Defendants Raised Money From Investors Through the Sale of Reven Securities.
	C. Defendants are the Makers of Statements in the Offering Documents, Oral Representations, and Emails.

	II. Defendants MISAPPROPRIATED over $8.8 million of investor money.
	III. Defendants MADE Materially False and Misleading statementS AND OMISSIONS IN CONNECTION WITH the SECURITIES Offered and sold to investors.
	A. Defendants Made Materially False and Misleading Statements and Omissions About the Reven Principals’ Compensation.
	1. For 2019, Defendants Disclosed the Reven Principals’ Compensation, Collectively, as Between $1.6 Million to $2.3 Million and They Took, Collectively, $5.3 Million.
	2. For 2020, Defendants Disclosed the Reven Principals’ Compensation, Collectively, as $2 Million, and They Took, Collectively, $3.35 Million.
	3. For 2021, Defendants Disclosed the Reven Principals’ Compensation, Collectively, as $2.16 Million, and They Took, Collectively, $6.65 Million.
	4. The Statements Were False and Misleading, Made With Scienter, and Material.

	B. Defendants Made Materially False and Misleading Statements Regarding a Purported Audit of Reven’s Financial Statements.
	C. Defendants Made Materially False and Misleading Statements Regarding Reven’s Purported Direct Public Offering.
	D. Defendants Made Other Materially False and Misleading Statements to Investors About the Specific Use of Their Funds.
	1. Defendants Made False and Misleading Statements to Investor 1 About How Her 2019 Investment Would be Used.
	2. Defendants Made False and Misleading Statements to Investor 1 and Investor 2 Regarding How Their 2021 Investments Would Be Used.
	3. Defendants Made False and Misleading Statements as to How Investor 3’s 2021 Investment Would Be Used.
	4. Each of These Representations Were Made With Scienter and Were Material.

	E. Defendants Made Materially False and Misleading Statements and Omissions About the Shareholder Lawsuit.
	a.  Reven’s 2018 PPM unequivocal statement that, “The Company is not currently the subject of any litigation.”
	b.  A representation in a February 13, 2020 email from Lange, copying Volk, to Investor 1, that, “we have no lawsuits from shareholders.”
	c.  The 2020 PPM representation that: “As of the date of this Memorandum we are not aware of potential dispute or pending litigation and are not currently involved in a litigation proceeding or governmental actions the outcome of which in management’s...


	IV. Defendants engaged in additional fraudulent and deceptive conduct By SEtting up AND MAKING PAYMENTS TO a pass-through shell company to pay the reven principals.
	V. Reven Stock is a Security; Defendants’ conduct satisfies the In Connection with” and “In the Offer or Sale” Requirements; They used the instrumentalities of interstate commerce.
	VI. Relief Defendants Received Proceeds or own or maintain assets from Defendants’ Fraud to Which They Have No Legitimate Claim.
	claims for relief
	First Claim for Relief
	Second Claim for Relief
	Third Claim for Relief
	Fourth Claim for Relief

	Prayer for relief
	JURY DEMAND