SEC v. Mark J. Ahn, No. 1:21-cv-10203, District of Massachusetts (Feb. 5, 2021) — Complaint

1
UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

________________________________________________
        :
SECURITIES AND EXCHANGE COMMISSION, :
        :
     Plaintiff,   :
        :
v. : Civil Action No.
:
MARK J. AHN,       : JURY TRIAL
        : DEMANDED
        :
     Defendant.  :
        :
________________________________________________:

COMPLAINT

 Plaintiff, the United States Securities and Exchange Commission (the “Commission”),
alleges the following against defendant, Mark J. Ahn.
PRELIMINARY STATEMENT

1. This case involves illegal insider trading by Oregon resident Mark J. Ahn in the
securities of Dimension Therapeutics, Inc. (“Dimension”), a publicly-traded Massachusetts-
based pharmaceutical company.  Specifically, Ahn personally profited from trades he made on
the basis of confidential and material nonpublic information in advance of an August 25, 2017
public announcement that Dimension had agreed to be acquired by Maryland-based
biotechnology company REGENXBIO Inc. (“Regenx”).
2. Before the August 25, 2017 public announcement, Dimension had been
considering possible offers from several suitors.  Discussions regarding Dimension’s possible
acquisition had begun no later than April 2017 and involved several companies that were

 2
interested in bidding to acquire Dimension.  One of the potential suitors was a New York-based
biopharmaceutical company,  Abeona Therapeutics, Inc. (“Abeona”).
3. Ahn, a former member of Abeona’s board of directors, was engaged as a
consultant to Abeona in early 2017 and, in that role, was intimately involved in Abeona’s
internal discussions about whether and how much to bid to acquire Dimension.  In addition, Ahn
was privy to details about Abeona’s eventual offers to acquire Dimension.  Ahn ultimately
learned that Abeona and others planned to offer to purchase Dimension’s outstanding stock for
more than its then-current market value—a premium that would mean Dimension’s stockholders
stood to significantly profit from the transaction.  Further, because there were multiple bidders,
Ahn knew that Dimension was likely to be acquired.  Ahn was bound to hold all of the nonpublic
information he learned in his role as an Abeona consultant in strict confidence, and not to trade
on the basis of that information for his own benefit.
4. Between July 21 and August 7, 2017, Ahn acquired approximately $38,891 worth
of Dimension stock based on the extensive confidential nonpublic information he learned
through his consulting role at Abeona.  Dimension’s stock price more than doubled after the
August 25, 2017 public announcement that Dimension would be acquired and Ahn reaped illicit
profits totaling $48,874 when he sold his Dimension shares after the acquisition was made
public.
5. By knowingly or recklessly engaging in the conduct described in this Complaint,
Ahn violated Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
6. The Commission seeks an injunction against future violations, civil penalties, and
an officer-and-director bar.

 3

JURISDICTION AND VENUE
7. The Commission brings this action pursuant to Sections 21(d) and 21A of the
Exchange Act [15 U.S.C. §§ 78u(d), 78u-1].
8. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1331, and
Sections 21(d), 21(e), 21A, and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and
78aa].  The Defendant has directly or indirectly made use of the means or instrumentalities of
interstate commerce, or of the mails, or the facilities of a national securities exchange in
connection with the acts, practices, transactions, and courses of business alleged in this
Complaint.
9. Venue in this district is proper under 28 U.S.C. § 1391(b) and Section 27 of the
Exchange Act [15 U.S.C. § 78aa] because the acts, practices, transactions and courses of
business constituting the alleged securities law violation(s) occurred in substantial part within
this district.
DEFENDANT AND RELEVANT ENTITIES
10. Mark J.  Ahn, age 57, is a resident of Lake Oswego, Oregon.
11. Dimension was a Cambridge, Massachusetts-based pharmaceutical company that
engaged in the development of gene therapy treatments for rare genetic disorders.  At all relevant
times, Dimension’s stock was quoted on NASDAQ Global Markets under the symbol “DMTX.”
On August 25, 2017, Dimension publicly announced that Regenx had agreed to acquire it.
Ultimately, a different company, California-based pharmaceutical company, Ultragenyx
Pharmaceuticals, Inc., acquired Dimension.

 4
12. Abeona is a New York, New York-based biopharmaceutical company in the
business of developing gene and cell therapy for life-threatening rare genetic diseases.
FACTUAL ALLEGATIONS
A. Ahn’s Obligations to Keep Abeona’s Proprietary Information Confidential
13. Ahn served on Abeona’s board of directors from 2006 until 2017 (including as
executive vice chairman from 2015 until 2017).
14. One of Ahn’s primary responsibilities while he was a director was to identify
business opportunities for Abeona, including potential mergers and acquisitions, which entailed
working closely with Abeona’s chief executive officer (“CEO”), its chief operating officer (the
“COO”), and the executive chairman of its board of directors (the “Executive Chairman”)
(collectively, the “Senior Executives”).  Abeona provided Ahn access to its confidential
proprietary information and internal business strategy as part of Ahn’s efforts to develop
business opportunities for Abeona.
15. On January 9, 2017, Ahn resigned from Abeona’s board of directors.  On or about
January 16, 2017, he entered into a consulting agreement (“Consulting Agreement”) with
Abeona to continue to assist the company with business development.
16. Under the Consulting Agreement, Ahn agreed to use any confidential proprietary
information he received from Abeona solely for the purposes of performing his duties as a
consultant and not for his own benefit.  The Consulting Agreement further required that Ahn
abide by any nondisclosure or confidentiality agreements between Abeona and third parties—
such as potential acquisition targets—that restricted Abeona’s use of information provided by a
third party.  The Consulting Agreement defined proprietary information broadly to include “any
and all information or data” in Abeona’s possession.

 5
17. When he was an Abeona director, Ahn was also obligated to review, understand,
and abide by Abeona’s compliance policies, including its Code of Business Conduct and Ethics
(“Code of Conduct”) and Policy on Insider Trading and Confidentiality (“Insider Trading
Policy”), both of which prohibited trading on the basis of material nonpublic information.
Abeona’s Code of Conduct further required its officers, directors, and employees to maintain the
confidentiality of all nonpublic information entrusted to them and prohibited them from using
such information to trade in securities or for any purpose other than the conduct of the Abeona’s
business.  Abeona’s Insider Trading Policy prohibited buying or selling securities while in
possession of material nonpublic information.  Ahn was on notice that insider trading is against
the law, including through Abeona’s Insider Trading Policy, which expressly notified recipients
that both Abeona and its employees could face criminal and civil liability for engaging in such
prohibited activity.
B. Ahn Learns that Abeona is  Interested in Acquiring Dimension
18. On April 17, 2017, an investment bank contacted Abeona’s Executive Chairman
to solicit interest in a potential acquisition of Dimension.  The Executive Chairman promptly
informed Abeona’s Senior Executives and Ahn, and Abeona’s CEO immediately expressed
interest in evaluating Dimension’s assets.  The next day, Ahn provided Abeona’s Senior
Executives with a preliminary analysis of some of Dimension’s assets.
19. On April 28, 2017, Abeona entered into a Mutual Nondisclosure Agreement with
Dimension to facilitate sharing of relevant confidential, nonpublic information between the two
companies.  The Mutual Nondisclosure Agreement prohibited Abeona and its personnel from
using any information Dimension provided to Abeona for any purpose other than considering a
potential acquisition.  Ahn became aware of the Mutual Nondisclosure Agreement at or near the
time it was signed.

 6
20. Between April 28, 2017 and August 25, 2017, Abeona and Dimension exchanged
proprietary and nonpublic information as part of evaluating a potential acquisition of Dimension
by Abeona.  Ahn was extensively involved in that process for Abeona, and reviewed confidential
information of both Dimension and Abeona so he could advise Abeona’s Senior Executives on
the merits of a potential acquisition of Dimension.
21. Beginning in May 2017, Ahn, the Senior Executives, and Abeona’s Director of
Corporate Strategy (“DCS”), participated in weekly strategy meetings, which included a
discussion of the potential Dimension acquisition (which, because it was highly confidential, had
been internally code-named “Project Diamond” by Abeona and “Project Dionysius” by
Dimension).
22. In late-May 2017, Ahn was informed of a planned May 31, 2017 meeting at
Dimension’s offices for in-person discussions about a potential acquisition.  Ahn helped
Abeona’s COO and other Abeona executives prepare for the meeting.
23. During or shortly after the May 31, 2017 meeting at Dimension’s offices, Abeona
made its first proposal to acquire Dimension.  Then, on June 13, 2017, Abeona’s COO informed
Ahn and others that Dimension had countered with a request for more information and a higher
bid.
24. On June 23, 2017, Ahn learned that Dimension was seeking other potential
acquirers and that Dimension intended to select a limited number of bidders with whom to
negotiate.  Ahn expressed his support for Abeona acquiring Dimension.
25. Within a week, Abeona’s COO circulated a draft of a second proposal to acquire
Dimension to Ahn and the other Senior Executives.  This second proposal included an offer by
Abeona to acquire Dimension’s outstanding stock at  an approximately 55% premium over its

 7
then-current market value.  Ahn responded that the proposal “looks great” and suggested some
revisions.  On or about July 6, 2017, Ahn learned that Abeona had submitted this second
proposal to acquire Dimension.
C. Ahn Buys Dimension Stock After Obtaining Inside Information
26. After Abeona submitted its second proposal to acquire Dimension, Ahn began
buying Dimension stock.  In total, between July 21 and August 7, 2017, Ahn purchased 27,868
Dimension shares at a cost to him of approximately $38,891.
27. On July 21, 2017, Ahn placed a limit order (an order to purchase a stock at or
below a specified price) to purchase 10,000 Dimension shares at $1.35 per share.  This order was
partially filled for 2,868 shares at a cost of $3,880.
28. On July 31, 2017, Ahn placed a limit order to purchase 25,000 Dimension shares
at $1.40 per share.  This order was filled on the following dates: 2,532 shares on July 31 at a cost
of $3,551; 2,741 shares on August 1 at a cost of $3,844; 10,199 shares on August 2 at a cost of
$14,278; 1,716 shares on August 3 at a cost of $2,402; 1,017 shares on August 4 at a cost of
$1,423; and 6,795 shares on August 7 at a cost of $9,513.
29.  Between July 31, 2017 and August 7, 2017, while Ahn’s orders were being filled,
Ahn obtained additional information from Abeona and Dimension, reinforcing the information
he had already obtained that Dimension intended to agree to an acquisition by one of the bidders.
30. On July 31, 2017, Ahn received a copy of a revised proposal for Abeona to
acquire Dimension.  This third proposal offered to purchase all outstanding shares of Dimension
at a 90% premium over its then-current market value.  That evening, Abeona’s Executive
Chairman confirmed to Ahn that the third proposal had been sent to Dimension.
31. On August 2, 2017, Abeona’s Executive Chairman informed Ahn that Dimension
had requested that Abeona provide any revisions to its proposal in advance of Dimension’s board

 8
of directors meeting to evaluate acquisition bids from various companies, which was scheduled
for the following week.  The Executive Chairman also forwarded Ahn an email from Dimension
that indicated there was fierce competition among the various bidders.
32. Between August 3 and August 6, 2017, Ahn had numerous communications with
Abeona executives about the status of Abeona’s bid to acquire Dimension and Dimension’s
ongoing due diligence about the potential transaction.
33. On August 17, 2017, Abeona submitted its best and final proposal to acquire
Dimension, but learned that it had lost out to another bidder at or near the time Dimension
publicly announced the planned merger on August 25, 2017.  That same day, Dimension’s share
price more than doubled, rising by 162.5%.  The price rose from a closing price of $1.20 per
share on August 24 to a closing price of $3.15 per share on August 25, 2017.
34. On September 5 and 6, 2017, Ahn sold all his Dimension shares for a profit of
$48,874.
D. Ahn Violated His Duty to Abeona by Misappropriating
Material Nonpublic Information
35. Ahn owed Abeona: (1) a contractual duty and (2) a fiduciary duty, or obligation
arising from a similar relationship of trust and confidence, to hold the information relating to
Abeona’s contemplated purchase of Dimension in strict confidence and not to use any such
information for personal gain.
36. Ahn knew that the confidentiality provisions in his Consulting Agreement
expressly provided that: (a) he was only permitted to use Abeona’s confidential, proprietary
information in furtherance of his work for the company and not for his personal use; and (b) he
was required to abide by any confidentiality provisions that Abeona entered into with third
parties.

 9
37. Ahn also owed Abeona a fiduciary duty based on the long-standing relationship of
trust and confidence between him and Abeona.  Ahn was a former executive vice-chairman of
Abeona’s board of directors, who had sourced business deals for Abeona, and Abeona had a
history of entrusting him with confidential information.
38. Ahn intentionally or recklessly violated both the contractual and fiduciary duties
he owed Abeona by using the material, nonpublic information he obtained in the course of his
work for Abeona to trade in Dimension’s stock for his personal benefit.
CLAIM FOR RELIEF

(Violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder)

39. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 38 above.
40. By engaging in the conduct described above, Ahn, directly or indirectly, acting
knowingly or recklessly, in connection with the purchase or sale of securities, by the use of
means and instrumentalities of interstate commerce, or of the mails, or of a national securities
exchange:  (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of
material facts or omitted to state material facts necessary to make the statements made, in the
light of the circumstances under which they were made, not misleading; and/or (c) engaged in
acts, practices or courses of business which operated or would operate as a fraud or deceit upon
certain persons.
41. As a result, Ahn violated and, unless 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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PRAYER FOR RELIEF
WHEREFORE, the Commission requests that this Court:
A. Enter a permanent injunction restraining Ahn and each of his agents, servants,
employees, and attorneys, and those persons in active concert or participation with him who
receive actual notice of the injunction by personal service or otherwise, including facsimile
transmission or overnight delivery service, from directly or indirectly engaging in the conduct
described above, or in conduct of similar purport and effect, in violation 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];
B. Order Ahn to pay an appropriate civil monetary penalty pursuant to Section 21A
of the Exchange Act [15 U.S.C. § 78u-1];
C. Prohibit Ahn from acting as an officer or director of any issuer that has a class of
securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781], or that is
required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.SC. § 78(o)(d)];
D. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
E. Award such equitable and other relief as the Court deems just and proper.

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JURY DEMAND
 The Commission hereby demands a trial by jury on all claims so triable.
      Respectfully submitted,
      SECURITIES AND EXCHANGE
      COMMISSION

      By its attorneys,

      Alfred A. Day
      Alfred A. Day (BBO# 654436)
      Martin F. Healey (BBO# 227550)
      Asita Obeyesekere (DC Bar# 451637)
Nita Klunder (BBO# 689304)
      33 Arch Street, 24th Floor
Boston, MA  02110
(617) 573-437 (Day)
(617) 573-4590 (Facsimile)
[email protected]

Dated:  February 5, 2021

1 

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

 
________________________________________________ 
        : 
SECURITIES AND EXCHANGE COMMISSION, : 
        : 
     Plaintiff,   : 
        : 

v. : Civil Action No. 
:  

MARK J. AHN,       : JURY TRIAL  
        : DEMANDED   
        : 
     Defendant.  : 
        : 
________________________________________________: 
 

COMPLAINT 
 

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

alleges the following against defendant, Mark J. Ahn. 

PRELIMINARY STATEMENT 
 

1. This case involves illegal insider trading by Oregon resident Mark J. Ahn in the 

securities of Dimension Therapeutics, Inc. (“Dimension”), a publicly-traded Massachusetts-

based pharmaceutical company.  Specifically, Ahn personally profited from trades he made on 

the basis of confidential and material nonpublic information in advance of an August 25, 2017 

public announcement that Dimension had agreed to be acquired by Maryland-based 

biotechnology company REGENXBIO Inc. (“Regenx”).   

2. Before the August 25, 2017 public announcement, Dimension had been 

considering possible offers from several suitors.  Discussions regarding Dimension’s possible 

acquisition had begun no later than April 2017 and involved several companies that were 

Case 1:21-cv-10203   Document 1   Filed 02/05/21   Page 1 of 11



 2 

interested in bidding to acquire Dimension.  One of the potential suitors was a New York-based 

biopharmaceutical company, Abeona Therapeutics, Inc. (“Abeona”).   

3. Ahn, a former member of Abeona’s board of directors, was engaged as a 

consultant to Abeona in early 2017 and, in that role, was intimately involved in Abeona’s 

internal discussions about whether and how much to bid to acquire Dimension.  In addition, Ahn 

was privy to details about Abeona’s eventual offers to acquire Dimension.  Ahn ultimately 

learned that Abeona and others planned to offer to purchase Dimension’s outstanding stock for 

more than its then-current market value—a premium that would mean Dimension’s stockholders 

stood to significantly profit from the transaction.  Further, because there were multiple bidders, 

Ahn knew that Dimension was likely to be acquired.  Ahn was bound to hold all of the nonpublic 

information he learned in his role as an Abeona consultant in strict confidence, and not to trade 

on the basis of that information for his own benefit.   

4. Between July 21 and August 7, 2017, Ahn acquired approximately $38,891 worth 

of Dimension stock based on the extensive confidential nonpublic information he learned 

through his consulting role at Abeona.  Dimension’s stock price more than doubled after the 

August 25, 2017 public announcement that Dimension would be acquired and Ahn reaped illicit 

profits totaling $48,874 when he sold his Dimension shares after the acquisition was made 

public.  

5. By knowingly or recklessly engaging in the conduct described in this Complaint, 

Ahn violated Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

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

6. The Commission seeks an injunction against future violations, civil penalties, and 

an officer-and-director bar. 

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 3 

 

JURISDICTION AND VENUE 

7. The Commission brings this action pursuant to Sections 21(d) and 21A of the 

Exchange Act [15 U.S.C. §§ 78u(d), 78u-1]. 

8. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1331, and 

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

78aa].  The Defendant has directly or indirectly made use of the means or instrumentalities of 

interstate commerce, or of the mails, or the facilities of a national securities exchange in 

connection with the acts, practices, transactions, and courses of business alleged in this 

Complaint. 

9. Venue in this district is proper under 28 U.S.C. § 1391(b) and Section 27 of the 

Exchange Act [15 U.S.C. § 78aa] because the acts, practices, transactions and courses of 

business constituting the alleged securities law violation(s) occurred in substantial part within 

this district. 

DEFENDANT AND RELEVANT ENTITIES 

10. Mark J.  Ahn, age 57, is a resident of Lake Oswego, Oregon.   

11. Dimension was a Cambridge, Massachusetts-based pharmaceutical company that 

engaged in the development of gene therapy treatments for rare genetic disorders.  At all relevant 

times, Dimension’s stock was quoted on NASDAQ Global Markets under the symbol “DMTX.”  

On August 25, 2017, Dimension publicly announced that Regenx had agreed to acquire it.  

Ultimately, a different company, California-based pharmaceutical company, Ultragenyx 

Pharmaceuticals, Inc., acquired Dimension.   

Case 1:21-cv-10203   Document 1   Filed 02/05/21   Page 3 of 11



 4 

12. Abeona is a New York, New York-based biopharmaceutical company in the 

business of developing gene and cell therapy for life-threatening rare genetic diseases.  

FACTUAL ALLEGATIONS 

A. Ahn’s Obligations to Keep Abeona’s Proprietary Information Confidential  

13. Ahn served on Abeona’s board of directors from 2006 until 2017 (including as 

executive vice chairman from 2015 until 2017).   

14. One of Ahn’s primary responsibilities while he was a director was to identify 

business opportunities for Abeona, including potential mergers and acquisitions, which entailed 

working closely with Abeona’s chief executive officer (“CEO”), its chief operating officer (the 

“COO”), and the executive chairman of its board of directors (the “Executive Chairman”) 

(collectively, the “Senior Executives”).  Abeona provided Ahn access to its confidential 

proprietary information and internal business strategy as part of Ahn’s efforts to develop 

business opportunities for Abeona.  

15. On January 9, 2017, Ahn resigned from Abeona’s board of directors.  On or about 

January 16, 2017, he entered into a consulting agreement (“Consulting Agreement”) with 

Abeona to continue to assist the company with business development.   

16. Under the Consulting Agreement, Ahn agreed to use any confidential proprietary 

information he received from Abeona solely for the purposes of performing his duties as a 

consultant and not for his own benefit.  The Consulting Agreement further required that Ahn 

abide by any nondisclosure or confidentiality agreements between Abeona and third parties—

such as potential acquisition targets—that restricted Abeona’s use of information provided by a 

third party.  The Consulting Agreement defined proprietary information broadly to include “any 

and all information or data” in Abeona’s possession.   

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 5 

17. When he was an Abeona director, Ahn was also obligated to review, understand, 

and abide by Abeona’s compliance policies, including its Code of Business Conduct and Ethics 

(“Code of Conduct”) and Policy on Insider Trading and Confidentiality (“Insider Trading 

Policy”), both of which prohibited trading on the basis of material nonpublic information.  

Abeona’s Code of Conduct further required its officers, directors, and employees to maintain the 

confidentiality of all nonpublic information entrusted to them and prohibited them from using 

such information to trade in securities or for any purpose other than the conduct of the Abeona’s 

business.  Abeona’s Insider Trading Policy prohibited buying or selling securities while in 

possession of material nonpublic information.  Ahn was on notice that insider trading is against 

the law, including through Abeona’s Insider Trading Policy, which expressly notified recipients 

that both Abeona and its employees could face criminal and civil liability for engaging in such 

prohibited activity.    

B. Ahn Learns that Abeona is Interested in Acquiring Dimension 

18. On April 17, 2017, an investment bank contacted Abeona’s Executive Chairman 

to solicit interest in a potential acquisition of Dimension.  The Executive Chairman promptly 

informed Abeona’s Senior Executives and Ahn, and Abeona’s CEO immediately expressed 

interest in evaluating Dimension’s assets.  The next day, Ahn provided Abeona’s Senior 

Executives with a preliminary analysis of some of Dimension’s assets.  

19. On April 28, 2017, Abeona entered into a Mutual Nondisclosure Agreement with 

Dimension to facilitate sharing of relevant confidential, nonpublic information between the two 

companies.  The Mutual Nondisclosure Agreement prohibited Abeona and its personnel from 

using any information Dimension provided to Abeona for any purpose other than considering a 

potential acquisition.  Ahn became aware of the Mutual Nondisclosure Agreement at or near the 

time it was signed. 

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20. Between April 28, 2017 and August 25, 2017, Abeona and Dimension exchanged 

proprietary and nonpublic information as part of evaluating a potential acquisition of Dimension 

by Abeona.  Ahn was extensively involved in that process for Abeona, and reviewed confidential 

information of both Dimension and Abeona so he could advise Abeona’s Senior Executives on 

the merits of a potential acquisition of Dimension.   

21. Beginning in May 2017, Ahn, the Senior Executives, and Abeona’s Director of 

Corporate Strategy (“DCS”), participated in weekly strategy meetings, which included a 

discussion of the potential Dimension acquisition (which, because it was highly confidential, had 

been internally code-named “Project Diamond” by Abeona and “Project Dionysius” by 

Dimension).   

22. In late-May 2017, Ahn was informed of a planned May 31, 2017 meeting at 

Dimension’s offices for in-person discussions about a potential acquisition.  Ahn helped 

Abeona’s COO and other Abeona executives prepare for the meeting.   

23. During or shortly after the May 31, 2017 meeting at Dimension’s offices, Abeona 

made its first proposal to acquire Dimension.  Then, on June 13, 2017, Abeona’s COO informed 

Ahn and others that Dimension had countered with a request for more information and a higher 

bid.   

24. On June 23, 2017, Ahn learned that Dimension was seeking other potential 

acquirers and that Dimension intended to select a limited number of bidders with whom to 

negotiate.  Ahn expressed his support for Abeona acquiring Dimension.  

25. Within a week, Abeona’s COO circulated a draft of a second proposal to acquire 

Dimension to Ahn and the other Senior Executives.  This second proposal included an offer by 

Abeona to acquire Dimension’s outstanding stock at an approximately 55% premium over its 

Case 1:21-cv-10203   Document 1   Filed 02/05/21   Page 6 of 11



 7 

then-current market value.  Ahn responded that the proposal “looks great” and suggested some 

revisions.  On or about July 6, 2017, Ahn learned that Abeona had submitted this second 

proposal to acquire Dimension. 

C. Ahn Buys Dimension Stock After Obtaining Inside Information 

26. After Abeona submitted its second proposal to acquire Dimension, Ahn began 

buying Dimension stock.  In total, between July 21 and August 7, 2017, Ahn purchased 27,868 

Dimension shares at a cost to him of approximately $38,891. 

27. On July 21, 2017, Ahn placed a limit order (an order to purchase a stock at or 

below a specified price) to purchase 10,000 Dimension shares at $1.35 per share.  This order was 

partially filled for 2,868 shares at a cost of $3,880. 

28. On July 31, 2017, Ahn placed a limit order to purchase 25,000 Dimension shares 

at $1.40 per share.  This order was filled on the following dates: 2,532 shares on July 31 at a cost 

of $3,551; 2,741 shares on August 1 at a cost of $3,844; 10,199 shares on August 2 at a cost of 

$14,278; 1,716 shares on August 3 at a cost of $2,402; 1,017 shares on August 4 at a cost of 

$1,423; and 6,795 shares on August 7 at a cost of $9,513.   

29.  Between July 31, 2017 and August 7, 2017, while Ahn’s orders were being filled, 

Ahn obtained additional information from Abeona and Dimension, reinforcing the information 

he had already obtained that Dimension intended to agree to an acquisition by one of the bidders.   

30. On July 31, 2017, Ahn received a copy of a revised proposal for Abeona to 

acquire Dimension.  This third proposal offered to purchase all outstanding shares of Dimension 

at a 90% premium over its then-current market value.  That evening, Abeona’s Executive 

Chairman confirmed to Ahn that the third proposal had been sent to Dimension.   

31. On August 2, 2017, Abeona’s Executive Chairman informed Ahn that Dimension 

had requested that Abeona provide any revisions to its proposal in advance of Dimension’s board 

Case 1:21-cv-10203   Document 1   Filed 02/05/21   Page 7 of 11



 8 

of directors meeting to evaluate acquisition bids from various companies, which was scheduled 

for the following week.  The Executive Chairman also forwarded Ahn an email from Dimension 

that indicated there was fierce competition among the various bidders.  

32. Between August 3 and August 6, 2017, Ahn had numerous communications with 

Abeona executives about the status of Abeona’s bid to acquire Dimension and Dimension’s 

ongoing due diligence about the potential transaction.   

33. On August 17, 2017, Abeona submitted its best and final proposal to acquire 

Dimension, but learned that it had lost out to another bidder at or near the time Dimension 

publicly announced the planned merger on August 25, 2017.  That same day, Dimension’s share 

price more than doubled, rising by 162.5%.  The price rose from a closing price of $1.20 per 

share on August 24 to a closing price of $3.15 per share on August 25, 2017.   

34. On September 5 and 6, 2017, Ahn sold all his Dimension shares for a profit of 

$48,874.   

D. Ahn Violated His Duty to Abeona by Misappropriating  
Material Nonpublic Information 

35. Ahn owed Abeona: (1) a contractual duty and (2) a fiduciary duty, or obligation 

arising from a similar relationship of trust and confidence, to hold the information relating to 

Abeona’s contemplated purchase of Dimension in strict confidence and not to use any such 

information for personal gain.   

36. Ahn knew that the confidentiality provisions in his Consulting Agreement 

expressly provided that: (a) he was only permitted to use Abeona’s confidential, proprietary 

information in furtherance of his work for the company and not for his personal use; and (b) he 

was required to abide by any confidentiality provisions that Abeona entered into with third 

parties.  

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37. Ahn also owed Abeona a fiduciary duty based on the long-standing relationship of 

trust and confidence between him and Abeona.  Ahn was a former executive vice-chairman of 

Abeona’s board of directors, who had sourced business deals for Abeona, and Abeona had a 

history of entrusting him with confidential information. 

38. Ahn intentionally or recklessly violated both the contractual and fiduciary duties 

he owed Abeona by using the material, nonpublic information he obtained in the course of his 

work for Abeona to trade in Dimension’s stock for his personal benefit.  

CLAIM FOR RELIEF 
 

(Violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder) 
 

39. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 38 above. 

40. By engaging in the conduct described above, Ahn, directly or indirectly, acting 

knowingly or recklessly, in connection with the purchase or sale of securities, by the use of 

means and instrumentalities of interstate commerce, or of the mails, or of a national securities 

exchange:  (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of 

material facts or omitted to state material facts necessary to make the statements made, in the 

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

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

certain persons. 

41. As a result, Ahn violated and, unless 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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PRAYER FOR RELIEF 

WHEREFORE, the Commission requests that this Court: 

A. Enter a permanent injunction restraining Ahn and each of his agents, servants, 

employees, and attorneys, and those persons in active concert or participation with him who 

receive actual notice of the injunction by personal service or otherwise, including facsimile 

transmission or overnight delivery service, from directly or indirectly engaging in the conduct 

described above, or in conduct of similar purport and effect, in violation 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]; 

B. Order Ahn to pay an appropriate civil monetary penalty pursuant to Section 21A 

of the Exchange Act [15 U.S.C. § 78u-1]; 

C. Prohibit Ahn from acting as an officer or director of any issuer that has a class of 

securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781], or that is 

required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.SC. § 78(o)(d)]; 

D. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and 

E. Award such equitable and other relief as the Court deems just and proper.  

  

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JURY DEMAND 

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

      Respectfully submitted, 

      SECURITIES AND EXCHANGE  
      COMMISSION 
 
      By its attorneys, 
 

      Alfred A. Day      
      Alfred A. Day (BBO# 654436)  
      Martin F. Healey (BBO# 227550) 
      Asita Obeyesekere (DC Bar# 451637) 

Nita Klunder (BBO# 689304) 
      33 Arch Street, 24th Floor 

Boston, MA  02110 
(617) 573-437 (Day) 
(617) 573-4590 (Facsimile) 
[email protected] 

 
Dated:  February 5, 2021 

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