SEC v. Matthew M. Motil, Northern District of Ohio (Jan. 16, 2026) — Judgment

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UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF OHIO 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 
No. 1:23-cv-1853 (JZ) 

v. 

MATTHEW M. MOTIL, et al., 

Defendants. 

           FINAL JUDGMENT AS TO DEFENDANT MATTHEW M. MOTIL

The Securities and Exchange Commission having filed a Complaint and Defendant 

Matthew M. Motil (“Defendant”) having entered a general appearance; consented to the Court’s 

jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final 

Judgment; waived findings of fact and conclusions of law; and waived any right to appeal from 

this Final Judgment: 

I. 

SECTION 10(b) OF THE SECURITIES EXCHANGE ACT OF 1934 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud;

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(b) to make any untrue statement of a material fact or to omit 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; or

(c) to engage in any act, practice, or course of business which operates or would

operate as a fraud or deceit upon any person

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally 

or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: 

(A) any investment in or offering of securities;

(B) the prospects for success of any product or company;

(C) the use of investor funds;

(D) compensation to any person; or

(E) the misappropriation of investor funds or investment proceeds.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

II. 

SECTION 17(a) OF THE SECURITIES ACT OF 1933 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating Section 17(a) of the Securities 

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Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the 

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

by use of the mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud;

(b) to obtain money or property by means of any untrue statement of a material fact

or any omission of a material fact necessary in order to make the statements

made, in light of the circumstances under which they were made, not misleading;

or

(c) to engage in any transaction, practice, or course of business which operates or

would operate as a fraud or deceit upon the purchaser

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally 

or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: 

(A) any investment in or offering of securities;

(B) the prospects for success of any product or company;

(C) the use of investor funds;

(D) compensation to any person; or

(E) the misappropriation of investor funds or investment proceeds.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

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participation with Defendant or with anyone described in (a). 

III. 

SECTIONS 5(a) AND (c) OF THE SECURITIES ACT OF 1933 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating Sections 5(a) and 5(c) of the 

Securities Act [15 U.S.C. § 77e(a) and (c)] by, directly or indirectly, in the absence of any 

applicable exemption: 

(a) Unless a registration statement is in effect as to a security, making use of any

means or instruments of transportation or communication in interstate commerce

or of the mails to sell such security through the use or medium of any prospectus

or otherwise;

(b) Unless a registration statement is in effect as to a security, carrying or causing to

be carried through the mails or in interstate commerce, by any means or

instruments of transportation, any such security for the purpose of sale or for

delivery after sale; or

(c) Making use of any means or instruments of transportation or communication in

interstate commerce or of the mails to offer to sell or offer to buy through the use

or medium of any prospectus or otherwise any security, unless a registration

statement has been filed with the Commission as to such security, or while the

registration statement is the subject of a refusal order or stop order or (prior to the

effective date of the registration statement) any public proceeding or examination

under Section 8 of the Securities Act [15 U.S.C. § 77h].

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

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Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

IV. 

ISSUANCE, PURCHASE, OFFERING, AND SALE BAR 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to 

Section 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1) and (5)] and Section 

20(b) of the Securities Act [15 U.S.C. § 77t(b)], Defendant is permanently restrained and 

enjoined from participating directly or indirectly in the issuance, purchase, offer or sale of any 

security; provided, however, that such injunction shall not prevent him from purchasing or 

selling securities listed on a national securities exchange for his own personal account. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

V. 

DISGORGEMENT 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is 

liable for and shall pay disgorgement of ill-gotten gains in the amount of $2,967,535, along with 

prejudgment interest in the amount of $340,395.77. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant’s 

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obligation to make this payment shall be deemed satisfied by the entry of the restitution order in 

the related criminal case United States v. Matthew Motil, Crim. No. 24-cr-289 (N.D. Ohio). 

VI. 

INCORPORATION OF CONSENT 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all the undertakings and agreements set forth therein. 

VII 

BANKRUPTCY NONDISCHARGEABILITY 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendant 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). 

VIII. 

RETENTION OF JURISDICTION 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall 

retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

Dated:  January 13, 2026

_s/ Jack Zouhary_____ 
UNITED STATES DISTRICT JUDGE 

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UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF OHIO 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 
No. 1:23-cv-1853 (JZ) 

v. 

MATTHEW M. MOTIL, et al., 

Defendants. 

           FINAL JUDGMENT AS TO DEFENDANT MATTHEW M. MOTIL

The Securities and Exchange Commission having filed a Complaint and Defendant 

Matthew M. Motil (“Defendant”) having entered a general appearance; consented to the Court’s 

jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final 

Judgment; waived findings of fact and conclusions of law; and waived any right to appeal from 

this Final Judgment: 

I. 

SECTION 10(b) OF THE SECURITIES EXCHANGE ACT OF 1934 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud;

Case: 1:23-cv-01853-JZ  Doc #: 36  Filed:  01/13/26  1 of 6.  PageID #: 222



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(b) to make any untrue statement of a material fact or to omit 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; or

(c) to engage in any act, practice, or course of business which operates or would

operate as a fraud or deceit upon any person

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally 

or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: 

(A) any investment in or offering of securities;

(B) the prospects for success of any product or company;

(C) the use of investor funds;

(D) compensation to any person; or

(E) the misappropriation of investor funds or investment proceeds.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

II. 

SECTION 17(a) OF THE SECURITIES ACT OF 1933 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating Section 17(a) of the Securities 

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Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the 

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

by use of the mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud;

(b) to obtain money or property by means of any untrue statement of a material fact

or any omission of a material fact necessary in order to make the statements

made, in light of the circumstances under which they were made, not misleading;

or

(c) to engage in any transaction, practice, or course of business which operates or

would operate as a fraud or deceit upon the purchaser

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally 

or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: 

(A) any investment in or offering of securities;

(B) the prospects for success of any product or company;

(C) the use of investor funds;

(D) compensation to any person; or

(E) the misappropriation of investor funds or investment proceeds.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

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participation with Defendant or with anyone described in (a). 

III. 

SECTIONS 5(a) AND (c) OF THE SECURITIES ACT OF 1933 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating Sections 5(a) and 5(c) of the 

Securities Act [15 U.S.C. § 77e(a) and (c)] by, directly or indirectly, in the absence of any 

applicable exemption: 

(a) Unless a registration statement is in effect as to a security, making use of any

means or instruments of transportation or communication in interstate commerce

or of the mails to sell such security through the use or medium of any prospectus

or otherwise;

(b) Unless a registration statement is in effect as to a security, carrying or causing to

be carried through the mails or in interstate commerce, by any means or

instruments of transportation, any such security for the purpose of sale or for

delivery after sale; or

(c) Making use of any means or instruments of transportation or communication in

interstate commerce or of the mails to offer to sell or offer to buy through the use

or medium of any prospectus or otherwise any security, unless a registration

statement has been filed with the Commission as to such security, or while the

registration statement is the subject of a refusal order or stop order or (prior to the

effective date of the registration statement) any public proceeding or examination

under Section 8 of the Securities Act [15 U.S.C. § 77h].

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

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Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

IV. 

ISSUANCE, PURCHASE, OFFERING, AND SALE BAR 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to 

Section 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1) and (5)] and Section 

20(b) of the Securities Act [15 U.S.C. § 77t(b)], Defendant is permanently restrained and 

enjoined from participating directly or indirectly in the issuance, purchase, offer or sale of any 

security; provided, however, that such injunction shall not prevent him from purchasing or 

selling securities listed on a national securities exchange for his own personal account. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

V. 

DISGORGEMENT 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is 

liable for and shall pay disgorgement of ill-gotten gains in the amount of $2,967,535, along with 

prejudgment interest in the amount of $340,395.77. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant’s 

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obligation to make this payment shall be deemed satisfied by the entry of the restitution order in 

the related criminal case United States v. Matthew Motil, Crim. No. 24-cr-289 (N.D. Ohio). 

VI. 

INCORPORATION OF CONSENT 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all the undertakings and agreements set forth therein. 

VII 

BANKRUPTCY NONDISCHARGEABILITY 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendant 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). 

VIII. 

RETENTION OF JURISDICTION 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall 

retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

Dated:  January 13, 2026

_s/ Jack Zouhary_____ 
UNITED STATES DISTRICT JUDGE 

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