In re PAUL ANTHONY PIERCE

 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11157 / February 17, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No.  3 - 21305 
 
In the Matter of 
 
PAUL ANTHONY PIERCE, 
 
Respondent. 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 8A OF THE SECURITIES ACT 
OF 1933, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST 
ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 
of 1933 (“Securities Act”) against Paul Anthony Pierce (“Pierce” or “Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 
admitted, and except as provided herein in Section V, Respondent consents to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 
1933, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.  
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that:  
 
Summary 
 
1. Between May 26, 2021, and June 5, 2021, Pierce—a former professional basketball 
player and sports analyst—touted on Twitter a crypto asset security that was being offered and 
                                                
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 
on any other person or entity in this or any other proceeding.  

sold.  Pierce, at least negligently, made materially false and misleading misstatements in his Twitter 
posts promoting the crypto asset security, including statements regarding the amount he had earned 
from holding the crypto asset security, and statements indicating that he was holding—and intended 
to increase—his investment in the crypto asset security while contemporaneously selling the 
securities.  Pierce’s conduct violated Section 17(a)(2) of the Securities Act, which prohibits 
obtaining money or property by means of an untrue statement of a material fact or any omission of 
material facts necessary to make statements made not misleading in the offer or sale of securities. 
2. In addition, Pierce did not disclose that he was being compensated by the entity 
offering and selling the security for giving the crypto asset security publicity.  Pierce’s failure to 
disclose this compensation violated Section 17(b) of the Securities Act, which makes it unlawful for 
any person to promote a security without fully disclosing the receipt and amount of such 
consideration from an issuer.  
Respondent 
 
3. Pierce, age 45, is a resident of Los Angeles, California.  
 
Facts 
 
4. Pierce promoted a crypto asset security on his Twitter account in exchange for 
financial payment from the issuer.  He received crypto asset securities worth approximately 
$244,116 for his promotions. At the time of his promotions, Pierce had in excess of approximately 
4 million Twitter followers.  
 
5. Specifically, Pierce promoted a securities offering conducted by EthereumMax, an 
online company with a public website (“EthereumMax” or the “Company”), in which it offered 
and sold digital “Emax tokens” (“EMAX”) to the general public. The EMAX tokens promoted by 
Pierce were offered and sold as investment contracts and therefore were securities pursuant to 
Section 2(a)(1) of the Securities Act.  
 
6. Starting on approximately May 14, 2021, EthereumMax made the EMAX tokens 
available for public trading on a so-called “decentralized” crypto asset trading platform. 
 
7. Based on EthereumMax’s marketing materials, as well as public statements by 
EthereumMax affiliates, the EthereumMax website, and EthereumMax social media handles, 
purchasers of EMAX tokens would have had a reasonable expectation of profits from their 
investment in the tokens. EthereumMax frequently touted the token’s rise in price on its social 
media pages as it offered and sold EMAX tokens.  
 
8. Based on EthereumMax’s public statements, purchasers of the EMAX tokens 
would have had a reasonable expectation that EthereumMax and its agents would expend 
significant efforts to develop the EthereumMax platform, which would increase the value of their 
EMAX tokens, resulting in investor profit. EthereumMax’s marketing materials highlighted that 
the Company and its agents would ensure a secondary trading market for EMAX tokens by 
creating a trading market for EMAX tokens. EthereumMax’s marketing materials also emphasized 
the purported expertise of the Company’s management.  

 
9. EthereumMax’s marketing materials, moreover, contained numerous direct 
statements that the EMAX tokens would rise in value as a result of the efforts of the Company and 
its agents, including by touting future deals and relationships that would “drive value.” 
EthereumMax also promised to develop certain “token enhancements,” including “additional 
tokenomics to enhance economic value,” future rewards and staking programs, national sporting 
and event partnerships, and a general expansion of the EMAX token ecosystem. 
 
10. On May 24, 2021, EthereumMax and/or its agents began transferring EMAX 
tokens to Pierce in exchange for his agreement to make social media posts promoting the tokens. 
Pierce received at least 8 transfers of EMAX tokens through June 18, 2021. Pierce accepted the 
tokens as compensation for his promotional services in lieu of payments in dollars.  
  
11. On May 26, 2021, Pierce—who had been let go by ESPN in April 2021—promoted 
EthereumMax’s offering on social media by posting the following to his Twitter account: 
 
 
 
The post contained a link to the EthereumMax website, where instructions were provided for 
potential investors to purchase EMAX tokens. Pierce did not disclose that he was compensated by 
the issuer for the promotion, nor did he disclose the amount and nature of the compensation. 
12. Despite the claim in this Tweet that he “made more money with this crypto in the 
past month then [sic] [he] did with [ESPN] in a year[,]” Pierce was at least negligent in not 
knowing that this statement was materially misleading.  Pierce, whose gross compensation from 
ESPN was over $1 million the prior year, only received EMAX tokens two days prior to the post, 
the value of which was approximately $46,000 at the time he was paid.  

13. On May 28, 2021, Pierce made the following post on Twitter promoting the EMAX 
offering without disclosing that the issuer was compensating him for the promotion or the amount 
of the compensation and without revealing that his own personal holdings were in fact far lower 
than the $2,520,087 in the screenshot in the Tweet: 
 
14. Pierce was at least negligent in not knowing that this Tweet was materially 
misleading because it omitted the fact that the screenshot did not reflect his own holdings of 
EMAX, but instead was a screenshot of another person’s holdings provided to him for promotional 
purposes. 

15. On May 29, 2021, Pierce Tweeted “The Goal is 1$ @ethereum_max only then will 
be out[.]”  
16. On May 30, 2021, Pierce posted the following to Twitter: “People asking if they 
should jump on the @ethereum_max train I’m n [sic] for the long haul if u missed out on the 1
st
 
wave now is the time to jump on board . . . .” 
17. Pierce was at least negligent in not knowing that the statements in Paragraphs 15 
and 16 above were materially false and misleading because he was in fact selling EMAX tokens 
while promoting them. In fact, Pierce had sold large portions of the EMAX tokens that he received 
as compensation for his posts as early as May 26, 2021, and continued selling EMAX—including 
on May 29 and May 30, 2021—after making these posts.  
18. Moreover, Pierce did not disclose that he was paid by the issuer for the posts in 
Paragraphs 15 and 16 above nor did he disclose the amount of compensation he received.  
19. On May 30, 2021, Pierce also made the following Twitter post promoting the 
EMAX offering without disclosing that he was compensated by the issuer for the Tweet or the 
amount of the compensation: 
 
The rocket ship image—along with other space images, analogies, and phrases such as “to the 
moon”—are widely-used in the crypto asset space to signal expectations that a token will 
dramatically increase in value.   
20. On June 5, 2021, Pierce Tweeted: “Gonna double down know [sic] 
@ethereum_max[,]” indicating that he was going to increase his investment in the crypto asset 
security.  In fact, Pierce continued selling his tokens over the next week, including at least one sale 
on the date of the post. Pierce was at least negligent in not knowing that this post was false and 
misleading. 
21. In addition, Pierce did not disclose that he was paid by the issuer for the posts in 
Paragraphs 19 and 20 above or the amount of compensation he received. 
22. In total, Pierce received approximately 1,622,319,996,192 EMAX tokens, worth 
approximately $244,116 at the time he received them, from EthereumMax and/or its agents 
between May 24, 2021 and June 18, 2021 in exchange for his promotional tweets. 
23. Pierce’s crypto asset security promotion occurred after the Commission warned in 
its July 25, 2017, DAO Report of Investigation that crypto tokens or coins offered and sold may be 
securities, and those who offer and sell securities in the United States must comply with the federal 

securities laws.
 2
 The promotion also occurred nearly four years after the Commission’s Division of 
Enforcement and Office of Compliance Inspections and Examinations issued a statement 
reminding market participants that “[a]ny celebrity or other individual who promotes a virtual 
token or coin that is a security must disclose the nature, scope, and amount of compensation 
received in exchange for the promotion. A failure to disclose this information is a violation of the 
anti-touting provisions of the federal securities laws.”
3
  
Pierce Violated Section 17(a)(2) of the Securities Act 
24. As a result of the conduct described above, Pierce at least negligently violated 
Section 17(a)(2) of the Securities Act, which prohibits obtaining money or property by means of a 
untrue statement of a material fact or any omission of material facts necessary to make statements 
made not misleading in the offer or sale of securities. 
Pierce Violated Section 17(b) of the Securities Act 
25. Section 17(b) of the Securities Act makes it unlawful for any person to:  
 
publish, give publicity to, or circulate any notice, circular, advertisement, 
newspaper, article, letter, investment service, or communication which, though 
not purporting to offer a security for sale, describes such security for a 
consideration received or to be received, directly or indirectly, from an issuer, 
underwriter, or dealer, without fully disclosing the receipt, whether past or 
prospective, of such consideration and the amount thereof. 
 
Pierce violated Section 17(b) of the Securities Act by touting the EMAX token on his social 
media account without disclosing that he received compensation from the issuer for doing so, 
and the amount of the consideration.  
 
Disgorgement and Civil Penalties 
 
26. The disgorgement and prejudgment interest referenced in paragraph IV(C) is 
consistent with equitable principles and does not exceed Respondent’s net profits from his 
violations and will be distributed to harmed investors, if feasible. The Commission will hold 
funds paid pursuant to paragraph IV(C) in an account at the United States Treasury pending a 
decision whether the Commission in its discretion will seek to distribute funds. If a distribution is 
determined feasible and the Commission makes a distribution, upon approval of the distribution 
final accounting by the Commission, any amounts remaining that are infeasible to return to 
investors, and any amounts returned to the Commission in the future that are infeasible to return 
to investors, may be transferred to the general fund of the U.S. Treasury, subject to Section 
21F(g)(3) of the Securities Exchange Act of 1934.  
 
                                                
2
 Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The 
DAO, Exchange Act Rel. No. 81207 (July 25, 2017).  
3
 See SEC Staff Statement Urging Caution Around Celebrity Backed ICOs (Nov. 1, 2017), available 
at https://www.sec.gov/news/public-statement/statement-potentially-unlawful-promotion-icos.  

Undertakings 
 
27. Respondent has undertaken, for a period of three (3) years from the date of this 
Order, to forgo receiving or agreeing to receive any form of compensation or consideration, 
directly or indirectly, from any issuer, underwriter, or dealer, for directly or indirectly publishing, 
giving publicity to, or circulating any notice, circular, advertisement, newspaper, article, letter, 
investment service, or communication which, though not purporting to offer a crypto asset 
security for sale, describes such crypto asset security. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
A. Pursuant to Section 8A of the Securities Act, cease and desist from committing or 
causing any violations and any future violations of Sections 17(a)(2) and 17(b) of the Securities Act.  
 
B. Respondent shall comply with the undertaking enumerated in Section III, 
paragraph 27 above. 
 
C. Respondent shall pay disgorgement of $244,116, prejudgment interest of $15,449, 
and a civil money penalty in the amount of $1,150,000 to the Securities and Exchange 
Commission. The Commission may distribute the funds paid pursuant to this paragraph if, in its 
discretion, the Commission orders the establishment of a Fair Fund pursuant to 15 U.S.C. § 7246, 
Section 308(a) of the Sarbanes-Oxley Act of 2002. The Commission will hold funds paid pursuant 
to this paragraph in an account at the United States Treasury pending a decision whether the 
Commission, in its discretion, will seek to distribute funds or, transfer them to the general fund of 
the United States Treasury, subject to Section 21F(g)(3). If timely payment is not made, additional 
interest shall accrue pursuant to SEC Rule of Practice 600.  Payment shall be made in the following 
installments:  
1. Within twenty (20) days of the entry of this Order, Respondent will pay 
$500,000. 
 
2. Within one hundred and eighty (180) days of the entry of this Order, 
Respondent will pay $300,000. 
 
3. Within three hundred and sixty (360) days of the entry of this order, Respondent 
will pay $609,565.  
If any payment is not made by the date the payment is required by this Order, the entire 
outstanding balance of the civil penalty, plus any additional interest accrued pursuant to 31 U.S.C. 
3717 shall be due and payable immediately, without further application.   
 
D. Payment must be made in one of the following ways:  
 

(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying Paul 
Anthony Pierce as a Respondent in these proceedings, and the file number of these proceedings; a 
copy of the cover letter and check or money order must be sent to David Hirsch, U.S. Securities 
and Exchange Commission, Division of Enforcement, 100 F Street, NE, Washington, DC, 20549.  
 
E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes. To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
V. 
 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 
debt for the violation by Respondent of the federal securities laws or any regulation or order 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§ 523(a)(19). 
 

 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 11157 / February 17, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No.  3 - 21305 

 

In the Matter of 

 

PAUL ANTHONY PIERCE, 

 

Respondent. 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933, MAKING FINDINGS, AND 

IMPOSING A CEASE-AND-DESIST 

ORDER  

   

 

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) against Paul Anthony Pierce (“Pierce” or “Respondent”).  

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 

admitted, and except as provided herein in Section V, Respondent consents to the entry of this 

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 

1933, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.  

 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  

 

Summary 

 

1. Between May 26, 2021, and June 5, 2021, Pierce—a former professional basketball 

player and sports analyst—touted on Twitter a crypto asset security that was being offered and 

                                                
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding.  



sold.  Pierce, at least negligently, made materially false and misleading misstatements in his Twitter 

posts promoting the crypto asset security, including statements regarding the amount he had earned 

from holding the crypto asset security, and statements indicating that he was holding—and intended 

to increase—his investment in the crypto asset security while contemporaneously selling the 

securities.  Pierce’s conduct violated Section 17(a)(2) of the Securities Act, which prohibits 

obtaining money or property by means of an untrue statement of a material fact or any omission of 

material facts necessary to make statements made not misleading in the offer or sale of securities. 

2. In addition, Pierce did not disclose that he was being compensated by the entity 

offering and selling the security for giving the crypto asset security publicity.  Pierce’s failure to 

disclose this compensation violated Section 17(b) of the Securities Act, which makes it unlawful for 

any person to promote a security without fully disclosing the receipt and amount of such 

consideration from an issuer.  

Respondent 

 

3. Pierce, age 45, is a resident of Los Angeles, California.  

 

Facts 

 

4. Pierce promoted a crypto asset security on his Twitter account in exchange for 

financial payment from the issuer.  He received crypto asset securities worth approximately 

$244,116 for his promotions. At the time of his promotions, Pierce had in excess of approximately 

4 million Twitter followers.  

 

5. Specifically, Pierce promoted a securities offering conducted by EthereumMax, an 

online company with a public website (“EthereumMax” or the “Company”), in which it offered 

and sold digital “Emax tokens” (“EMAX”) to the general public. The EMAX tokens promoted by 

Pierce were offered and sold as investment contracts and therefore were securities pursuant to 

Section 2(a)(1) of the Securities Act.  

 

6. Starting on approximately May 14, 2021, EthereumMax made the EMAX tokens 

available for public trading on a so-called “decentralized” crypto asset trading platform. 

 

7. Based on EthereumMax’s marketing materials, as well as public statements by 

EthereumMax affiliates, the EthereumMax website, and EthereumMax social media handles, 

purchasers of EMAX tokens would have had a reasonable expectation of profits from their 

investment in the tokens. EthereumMax frequently touted the token’s rise in price on its social 

media pages as it offered and sold EMAX tokens.  

 

8. Based on EthereumMax’s public statements, purchasers of the EMAX tokens 

would have had a reasonable expectation that EthereumMax and its agents would expend 

significant efforts to develop the EthereumMax platform, which would increase the value of their 

EMAX tokens, resulting in investor profit. EthereumMax’s marketing materials highlighted that 

the Company and its agents would ensure a secondary trading market for EMAX tokens by 

creating a trading market for EMAX tokens. EthereumMax’s marketing materials also emphasized 

the purported expertise of the Company’s management.  



 

9. EthereumMax’s marketing materials, moreover, contained numerous direct 

statements that the EMAX tokens would rise in value as a result of the efforts of the Company and 

its agents, including by touting future deals and relationships that would “drive value.” 

EthereumMax also promised to develop certain “token enhancements,” including “additional 

tokenomics to enhance economic value,” future rewards and staking programs, national sporting 

and event partnerships, and a general expansion of the EMAX token ecosystem. 

 

10. On May 24, 2021, EthereumMax and/or its agents began transferring EMAX 

tokens to Pierce in exchange for his agreement to make social media posts promoting the tokens. 

Pierce received at least 8 transfers of EMAX tokens through June 18, 2021. Pierce accepted the 

tokens as compensation for his promotional services in lieu of payments in dollars.  

  

11. On May 26, 2021, Pierce—who had been let go by ESPN in April 2021—promoted 

EthereumMax’s offering on social media by posting the following to his Twitter account: 

 

 
 

The post contained a link to the EthereumMax website, where instructions were provided for 

potential investors to purchase EMAX tokens. Pierce did not disclose that he was compensated by 

the issuer for the promotion, nor did he disclose the amount and nature of the compensation. 

12. Despite the claim in this Tweet that he “made more money with this crypto in the 

past month then [sic] [he] did with [ESPN] in a year[,]” Pierce was at least negligent in not 

knowing that this statement was materially misleading.  Pierce, whose gross compensation from 

ESPN was over $1 million the prior year, only received EMAX tokens two days prior to the post, 

the value of which was approximately $46,000 at the time he was paid.  



13. On May 28, 2021, Pierce made the following post on Twitter promoting the EMAX 

offering without disclosing that the issuer was compensating him for the promotion or the amount 

of the compensation and without revealing that his own personal holdings were in fact far lower 

than the $2,520,087 in the screenshot in the Tweet: 

 

14. Pierce was at least negligent in not knowing that this Tweet was materially 

misleading because it omitted the fact that the screenshot did not reflect his own holdings of 

EMAX, but instead was a screenshot of another person’s holdings provided to him for promotional 

purposes. 



15. On May 29, 2021, Pierce Tweeted “The Goal is 1$ @ethereum_max only then will 

be out[.]”  

16. On May 30, 2021, Pierce posted the following to Twitter: “People asking if they 

should jump on the @ethereum_max train I’m n [sic] for the long haul if u missed out on the 1st 

wave now is the time to jump on board . . . .” 

17. Pierce was at least negligent in not knowing that the statements in Paragraphs 15 

and 16 above were materially false and misleading because he was in fact selling EMAX tokens 

while promoting them. In fact, Pierce had sold large portions of the EMAX tokens that he received 

as compensation for his posts as early as May 26, 2021, and continued selling EMAX—including 

on May 29 and May 30, 2021—after making these posts.  

18. Moreover, Pierce did not disclose that he was paid by the issuer for the posts in 

Paragraphs 15 and 16 above nor did he disclose the amount of compensation he received.  

19. On May 30, 2021, Pierce also made the following Twitter post promoting the 

EMAX offering without disclosing that he was compensated by the issuer for the Tweet or the 

amount of the compensation: 

 

The rocket ship image—along with other space images, analogies, and phrases such as “to the 

moon”—are widely-used in the crypto asset space to signal expectations that a token will 

dramatically increase in value.   

20. On June 5, 2021, Pierce Tweeted: “Gonna double down know [sic] 

@ethereum_max[,]” indicating that he was going to increase his investment in the crypto asset 

security.  In fact, Pierce continued selling his tokens over the next week, including at least one sale 

on the date of the post. Pierce was at least negligent in not knowing that this post was false and 

misleading. 

21. In addition, Pierce did not disclose that he was paid by the issuer for the posts in 

Paragraphs 19 and 20 above or the amount of compensation he received. 

22. In total, Pierce received approximately 1,622,319,996,192 EMAX tokens, worth 

approximately $244,116 at the time he received them, from EthereumMax and/or its agents 

between May 24, 2021 and June 18, 2021 in exchange for his promotional tweets. 

23. Pierce’s crypto asset security promotion occurred after the Commission warned in 

its July 25, 2017, DAO Report of Investigation that crypto tokens or coins offered and sold may be 

securities, and those who offer and sell securities in the United States must comply with the federal 



securities laws. 2 The promotion also occurred nearly four years after the Commission’s Division of 

Enforcement and Office of Compliance Inspections and Examinations issued a statement 

reminding market participants that “[a]ny celebrity or other individual who promotes a virtual 

token or coin that is a security must disclose the nature, scope, and amount of compensation 

received in exchange for the promotion. A failure to disclose this information is a violation of the 

anti-touting provisions of the federal securities laws.”3  

Pierce Violated Section 17(a)(2) of the Securities Act 

24. As a result of the conduct described above, Pierce at least negligently violated 

Section 17(a)(2) of the Securities Act, which prohibits obtaining money or property by means of a 

untrue statement of a material fact or any omission of material facts necessary to make statements 

made not misleading in the offer or sale of securities. 

Pierce Violated Section 17(b) of the Securities Act 

25. Section 17(b) of the Securities Act makes it unlawful for any person to:  

 

publish, give publicity to, or circulate any notice, circular, advertisement, 

newspaper, article, letter, investment service, or communication which, though 

not purporting to offer a security for sale, describes such security for a 

consideration received or to be received, directly or indirectly, from an issuer, 

underwriter, or dealer, without fully disclosing the receipt, whether past or 

prospective, of such consideration and the amount thereof. 

 

Pierce violated Section 17(b) of the Securities Act by touting the EMAX token on his social 

media account without disclosing that he received compensation from the issuer for doing so, 

and the amount of the consideration.  

 

Disgorgement and Civil Penalties 

 

26. The disgorgement and prejudgment interest referenced in paragraph IV(C) is 

consistent with equitable principles and does not exceed Respondent’s net profits from his 

violations and will be distributed to harmed investors, if feasible. The Commission will hold 

funds paid pursuant to paragraph IV(C) in an account at the United States Treasury pending a 

decision whether the Commission in its discretion will seek to distribute funds. If a distribution is 

determined feasible and the Commission makes a distribution, upon approval of the distribution 

final accounting by the Commission, any amounts remaining that are infeasible to return to 

investors, and any amounts returned to the Commission in the future that are infeasible to return 

to investors, may be transferred to the general fund of the U.S. Treasury, subject to Section 

21F(g)(3) of the Securities Exchange Act of 1934.  

 

                                                
2 Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The 

DAO, Exchange Act Rel. No. 81207 (July 25, 2017).  
3 See SEC Staff Statement Urging Caution Around Celebrity Backed ICOs (Nov. 1, 2017), available 

at https://www.sec.gov/news/public-statement/statement-potentially-unlawful-promotion-icos.  

https://www.sec.gov/news/public-statement/statement-potentially-unlawful-promotion-icos


Undertakings 

 

27. Respondent has undertaken, for a period of three (3) years from the date of this 

Order, to forgo receiving or agreeing to receive any form of compensation or consideration, 

directly or indirectly, from any issuer, underwriter, or dealer, for directly or indirectly publishing, 

giving publicity to, or circulating any notice, circular, advertisement, newspaper, article, letter, 

investment service, or communication which, though not purporting to offer a crypto asset 

security for sale, describes such crypto asset security. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

A. Pursuant to Section 8A of the Securities Act, cease and desist from committing or 

causing any violations and any future violations of Sections 17(a)(2) and 17(b) of the Securities Act.  

 

B. Respondent shall comply with the undertaking enumerated in Section III, 

paragraph 27 above. 

 

C. Respondent shall pay disgorgement of $244,116, prejudgment interest of $15,449, 

and a civil money penalty in the amount of $1,150,000 to the Securities and Exchange 

Commission. The Commission may distribute the funds paid pursuant to this paragraph if, in its 

discretion, the Commission orders the establishment of a Fair Fund pursuant to 15 U.S.C. § 7246, 

Section 308(a) of the Sarbanes-Oxley Act of 2002. The Commission will hold funds paid pursuant 

to this paragraph in an account at the United States Treasury pending a decision whether the 

Commission, in its discretion, will seek to distribute funds or, transfer them to the general fund of 

the United States Treasury, subject to Section 21F(g)(3). If timely payment is not made, additional 

interest shall accrue pursuant to SEC Rule of Practice 600.  Payment shall be made in the following 

installments:  

1. Within twenty (20) days of the entry of this Order, Respondent will pay 

$500,000. 

 

2. Within one hundred and eighty (180) days of the entry of this Order, 

Respondent will pay $300,000. 

 

3. Within three hundred and sixty (360) days of the entry of this order, Respondent 

will pay $609,565.  

If any payment is not made by the date the payment is required by this Order, the entire 

outstanding balance of the civil penalty, plus any additional interest accrued pursuant to 31 U.S.C. 

3717 shall be due and payable immediately, without further application.   

 

D. Payment must be made in one of the following ways:  

 



(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying Paul 

Anthony Pierce as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to David Hirsch, U.S. Securities 

and Exchange Commission, Division of Enforcement, 100 F Street, NE, Washington, DC, 20549.  

 

E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

V. 

 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 

admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 

debt for the violation by Respondent of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§ 523(a)(19). 

 



 By the Commission. 

 

 

       Vanessa A. Countryman 

       Secretary