SEC v. Justin Chen; and Jun Zhen, No. 1:25-cv-04580, Eastern District of New York (Aug. 18, 2025) — Complaint

Joseph Sansone
Lindsay S. Moilanen
David Bennett
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-1021 (Moilanen)
[email protected]

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

JUSTIN CHEN and
JUN ZHEN,

                                             Defendants.

COMPLAINT

25 Civ. _____ (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Justin Chen (“Chen”) and Jun Zhen (“Zhen”) (collectively, “Defendants”), alleges as
follows:
SUMMARY
1. From at least January 2025 to June 2025 (the “Relevant Period”), Chen and Zhen,
then employees of EdgarAgents LLC (“EdgarAgents”), engaged in a brazen insider trading
scheme, unlawfully trading in stocks of multiple companies that used EdgarAgents to assist them
with making public filings in the Commission’s Electronic Data Gathering, Analysis, and
Retrieval (“EDGAR”) system.

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2. As employees at EdgarAgents, Defendants regularly had access to nonpublic
information about EdgarAgents’s clients through a shared EdgarAgents email account to which
clients sent filings to process (the “Inbound Email Account”).
3. This nonpublic information in the filings included significant company
announcements related to important events including mergers and earnings results.
4. As employees of EdgarAgents, Chen and Zhen were required to keep client
information confidential and were prohibited from engaging in insider trading.
5. On at least thirteen occasions during the Relevant Period, Chen and Zhen
obtained material nonpublic information (“MNPI”) from the Inbound Email Account and traded
on that information. Through this trading, Chen and Zhen together obtained ill-gotten profits of
more than $2.2 million.
6. After profiting from this scheme, Chen and Zhen attempted to leave the country.
but were arrested before fleeing for conduct relating to the allegations herein.
VIOLATIONS
7. By virtue of the foregoing conduct and as alleged further herein, Defendants Chen
and Zhen have violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. §§ 78j(b); 78n(e)], and Rules 10b-5 and 14e-3 thereunder [17
C.F.R. §§ 240.10b-5; 240.14e-3].
8. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
9. The Commission brings this action pursuant to the authority conferred upon it by

3
Exchange Act Sections 21(d) and 21A(a) [15 U.S.C. §§ 78u(d); 78u-1(a)].
10. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the violations
alleged here and to pay prejudgment interest thereon, pursuant to Exchange Act Sections
21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering
Defendants to pay civil money penalties pursuant to Exchange Act Section 21(A) [15 U.S.C.
§ 78u-1]; and (d) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Exchange Act Sections 21,
21A, and 27 [15 U.S.C. §§ 78u; 78u-1; 78aa].
12. Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged herein.
13. Venue lies in this District under Exchange Act Section 27 [15 U.S.C. § 78aa].
Defendants may be found in and are inhabitants of the Eastern District of New York, and certain
of the acts, practices, transactions, and courses of business alleged in this Complaint occurred
within this District, including the Defendants placing many of the trades described herein.
DEFENDANTS
14. Chen, age 31, resides in Brooklyn, New York. Chen worked at EdgarAgents from
July 9, 2020 to June 29, 2025 as an EDGAR Assistant Manager, helping track and process client
requests. Chen was terminated from EdgarAgents in connection with the conduct described
herein.

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15. Zhen, age 29, resides in Brooklyn, New York. Zhen worked at EdgarAgents from
March 4, 2021 to June 29, 2025 as a Typeset Assistant Manager, dealing with EDGAR filings
that required “typeset” formatting. Zhen was terminated from EdgarAgents in connection with
the conduct described herein.
OTHER RELEVANT ENTITY
16. EdgarAgents is headquartered in New York, New York. It is a full-service
EDGAR filing agent. Annually, it processes over 40,000 SEC filings in the EDGAR system.
FACTS
I.         BACKGROUND
A. EDGAR and EdgarAgents, Generally
17. Pursuant to the federal securities laws, public and other companies are required to
make certain, regular disclosures.
18. These disclosures may include Forms 10-K (annual reports of companies’
financial performance) and Forms 10-Q (quarterly reports of company’s performance during a
certain period).
19. These disclosures may also include current reports on Forms 8-K, which are used
to timely notify shareholders of certain events that may be important to them that fall outside of
periodic reporting windows.
20. EDGAR is the primary system that companies and others filing documents use to
make filings required under the Securities Act of 1933, the Securities Exchange Act of 1934, the
Trust Indenture Act of 1939, and the Investment Company Act of 1940, including Forms 10-K,
Forms 10-Q, and Forms 8-K.
21. The EDGAR system processes about 4,700 filings per day.

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22. EdgarAgents, and other companies providing similar services, help companies
make filings on EDGAR.
23. These companies, commonly referred to as “filing agents,” typically can assist
with the technical process of making filings on EDGAR, as well as, if necessary converting
documents into the proper format for EDGAR, adding machine-readable tags to filings (called
inline XBRL tagging), typesetting, and printing of shareholder communications.
B. Through Their Work at EdgarAgents, Defendants Had Regular Access to
MNPI about Publicly-Traded Companies
24. EdgarAgents maintained the Inbound Email Account to track and process filings
for clients.
25. During the Relevant Period, all managers and assistant managers (including Chen
and Zhen) had access to all inbound requests from clients submitted to the Inbound Email
Account.
26. Many client requests related to processing Forms 8-K.
27. As part of their jobs at EdgarAgents, Chen and Zhen were tasked with opening
the submitted requests from the Inbound Email Account, understanding the nature of the inbound
job from the client, and forwarding the message to the appropriate member of EdgarAgents’
offshore production team.
28. The offshore production team would then do any required conversion and send
the draft filing back to the U.S.-based team (including Chen and Zhen), who would review it
before sending it back to the client for approval.
29. During the Relevant Period, about 30 EdgarAgents employees, including Chen
and Zhen, used an internal EdgarAgents instant message group (“Inbox Chat”) to exchange
messages about the status of requests received in the Inbound Email Account.

6
30. These Inbox Chat messages covered the status of multiple filings and client
requests, and generally listed the client name and filing type (e.g., Form 8-K) that were in
process on any given day.
31. Through their roles and access to the Inbound Email Account, Defendants
obtained nonpublic information directly from issuers of securities that were clients of
EdgarAgents.
32. Chen and Zhen were both remote employees and could work from home or while
traveling abroad.
C. EdgarAgents’ Policies Prohibited Defendants from Disclosing or Trading on
Nonpublic Information Obtained Through Their Employment
33. During the Relevant Period, Chen and Zhen were subject to policies and
procedures laid out in EdgarAgents’ employee handbook. These policies and procedures
included requirements to keep client information confidential and prohibitions on insider trading.
34. The employee handbook in place from March 12, 2024 through May 19, 2025
included the following language:
The Company has received and in the future will receive from third parties their
confidential or proprietary information subject to a duty on the Company’s part to
maintain the confidentiality of such information and to use it only for certain limited
purposes. All employees agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or corporation or to use
it except as necessary in carrying out the work for the Company consistent with the
Company’s agreement with such third party.
35. The handbook was updated on May 20, 2025 and continued to include the above
language.
36. The May 20, 2025 handbook added the following language on insider trading:
Insider trading is strictly prohibited at EdgarAgents and is a violation of both company
policy and federal securities laws. Insider trading involves the buying or selling of
EdgarAgents clientele’s securities based on material, nonpublic information that could
influence an investor’s decision to buy or sell. Employees, officers, directors, consultants,

7
and affiliates of EdgarAgents must not use confidential information provided to us by our
clientele—whether related to their company or its partners—for personal gain or to
benefit others. This prohibition extends to anyone who has access to such insider
information, including family members, friends, or any individuals who may use this
information to trade. Material, nonpublic information includes any facts that could impact
an investor’s decision, such as earnings, mergers or acquisitions, or leadership changes.
Employees are also prohibited from sharing this nonpublic information with others
(known as ‘tipping’). Violations of this policy can lead to severe legal consequences,
including civil and criminal penalties, fines, and possible imprisonment, as well as
internal disciplinary action, including termination of employment.
37. Additionally, as part of their employment, Chen and Zhen were required to
execute an agreement to not use any client information for personal gain.
38. Chen and Zhen both executed this agreement acknowledging they could not use
client information for personal gain in January and March 2021, respectively.
II. DEFENDANTS MISAPPROPRIATED NONPUBLIC INFORMATION FROM
EDGARAGENTS AND USED IT TO TRADE STOCKS
A. Defendants’ Trading, Generally
39. During the Relevant Period, on at least thirteen occasions, Chen and Zhen each
traded in the stocks of clients of EdgarAgents based on MNPI obtained through the Inbound
Email Account.
40. Chen and Zhen each had a retail brokerage account in which they conducted
trading.
41. Chen opened his brokerage account (the “Chen Brokerage Account”) in or around
May 2018.
42. Zhen opened his brokerage account (the “Zhen Brokerage Account”) in February
2025.
43. Chen and Zhen also traded through at least one Hong Kong-based brokerage
account (“Hong Kong Account”).
44. The Hong Kong Account was opened in January 2025 in the name of Chen’s

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sister-in-law, a Chinese citizen.
45. According to chats between them, Chen and Zhen planned to keep the trading
profits in the Hong Kong Account less a 6% “fee” that went to Chen’s sister-in-law.
46. During the Relevant Period, Chen and Zhen routinely reviewed messages sent to
the Inbound Email Account to identify filings that contained MNPI.
47. Chen and Zhen regularly discussed their insider trading scheme using an
encrypted messaging app.
48. Specifically, Chen and Zhen regularly discussed the content of filings, when the
filings would be publicly disclosed, the potential impact of the filings on the price of the relevant
securities, and their trading around the filings.
49. On May 21, 2025, Chen wrote to Zhen, in reference to their scheme: “our
business is proven to work and it is stable...just treat this [] like a business...u can make 1mil.”
50. Chen and Zhen referred to EdgarAgents’ clients’ filings as “skins.” For example,
on June 14, 2025, Chen messaged Zhen: “[l]ook out for skins [o]ver the weekend.”
51. Chen and Zhen placed each of their unlawful trades on the basis of MNPI they
obtained about forthcoming filings by EdgarAgents’ clients that they anticipated would cause the
client’s stock price to increase.
52. In placing each of these trades, Chen and Zhen knew or at least recklessly
disregarded that they were trading based on information that was material and nonpublic and that
using the information to enrich themselves through trading was a breach of their duties as
EdgarAgents employees.
53. Four examples of Chen’s and Zhen’s trading scheme are detailed in paragraphs
54-128 below.

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B. March 2025 Trading in Ondas
54. Ondas Holdings, Inc. (“Ondas”) is a Massachusetts-based provider of private
wireless data solutions and commercial drone solutions. Ondas common stock is listed on the
NASDAQ exchange where it trades under the ticker symbol “ONDS.”
55. On March 11, 2025, before the market opened, Ondas filed a Form 8-K attaching
a press release announcing that Ondas had entered into a strategic partnership with Palantir
Technologies Inc. (the “Ondas Announcement”).
56. On March 10, 2025 at 2:57 p.m., an attorney for Ondas sent a copy of the Form 8-
K containing the Ondas Announcement to the Inbound Email Account at EdgarAgents.
57. Chen and Zhen had access to the Inbound Email Account on that day.
58. In the afternoon on March 10, 2025, Chen purchased 65,239 Ondas shares in the
Chen Brokerage Account for approximately $44,703.
59. In the afternoon of March 10, 2025, Zhen purchased 38,747 Ondas shares in the
Zhen Brokerage Account for approximately $27,896.
60. Also in the afternoon of March 10, 2025, the Hong Kong Account purchased
28,770 Ondas shares for approximately $19,724.
61. The Ondas Announcement was issued at 8:30 a.m. on March 11, 2025. Shortly
thereafter, EdgarAgents filed the Form 8-K containing the Ondas Announcement on Ondas’s
behalf.
62. Approximately fifteen minutes after the Ondas Announcement, on the morning of
March 11, 2025, Chen began selling his entire position of Ondas shares (65,239 shares) for
approximately $69,447, resulting in a profit of approximately $24,757.
63. At approximately the same time, the Hong Kong Account sold its entire position

10
for approximately $30,209, resulting in a profit of approximately $10,484.
64. On the morning of March 11, 2025, approximately one hour and ten minutes after
the Ondas Announcement, Zhen sold his entire position in Ondas shares (38,747 shares) for
approximately $39,901, resulting in a profit of approximately $12,013.
65. The day before the Ondas Announcement, on March 10, 2025, Ondas shares
closed at $0.72 per share. Following the Ondas Announcement, on March 11, 2025, Ondas
shares opened at $1.18 per share (an increase of approximately 63%).
66. Before March 10, 2025, neither Chen nor Zhen had bought Ondas shares.
67. On March 30, 2025, shortly after this trading, Zhen conducted the following
internet searches: “insider trading”; “how does finra confirm insider trading”; “what do I need to
make a offshore brokerage account”; “is finra able to investigate offshore brokerage firms”;
“how does the sec regulate 3rd party trading”.
1

C. May 2025 Trading in Purple
68. Purple Innovation, Inc. (“Purple”) is a Utah-based creator of mattresses and
pillows. Purple’s common stock is listed on the NASDAQ exchange where it trades under the
ticker symbol “PRPL.”
69. On May 6, 2025, after the market closed, Purple filed a Form 8-K attaching a
press release announcing that Purple had entered into a partnership with Somnigroup
International, Inc. to expand Purple’s product offerings in Somnigroup’s stores nationwide as
well as announcing it entered into a strategic supply agreement with Tempur Sherwood, LLC, a
subsidiary of Tempur Sealy, to assemble Purple products (together, the “Purple
Announcement”).

1
  “finra” refers to the Financial Industry Regulatory Authority, a self-regulatory body for the securities
industry.

11
70. Additionally, on the same day shortly after the Purple Announcement, Purple also
released its financial results for the quarter ended March 31, 2025.
71. On May 5, 2025, around 3:50 p.m., an attorney for Purple sent a copy of the Form
8-K containing the Purple Announcement and the Form 8-K containing its financial results to the
Inbound Email Account at EdgarAgents.
72. Chen and Zhen had access to the Inbound Email Account on that day.
73. In addition, Chen and Zhen received Inbox Chat messages related to the Purple
Announcement and Form 8-K.
74. In the evening on May 5, 2025 and the morning of May 6, 2025, before the Purple
Announcement, Chen purchased 117,799 Purple shares through his brokerage account for
approximately $90,135.
75. In the evening on May 5, 2025, Zhen purchased 41,000 Purple shares through his
brokerage account for approximately $29,936.
76. In the evening of May 5, 2025, the Hong Kong Account purchased 70,763 Purple
shares for approximately $49,960.
77. Starting at 7:11 a.m. on May 6, 2025, Chen and Zhen exchanged the following
encrypted messages about Purple:
Zhen: I hope purple releases their shit at like 9
Chen: Really hard to say
Chen: I look at their old shit
Chen: Everything is in the afternoon
[...]
Zhen: U loading up more?
Chen: Ya I bought more skins
[...]
Zhen: Im all in this purple skim atm

78. Later, starting at 9:35 a.m. on May 6, 2025, Chen and Zhen exchanged the

12
following encrypted messages about Purple:
Zhen: Might shoot the f[***] up
Zhen: Even with the earnings
Chen: It has to
Chen: It has to
Chen: It’s too big
Zhen: Cuz the skin talks about their future plans
Chen: At least I think it’s big
Zhen: Same

79. Chen and Zhen exchanged numerous additional encrypted messages throughout
the day tracking the stock price and anticipating the timing of the Purple Announcement.
80. The Purple Announcement was issued at 4:00 p.m. on May 6, 2025. Shortly
thereafter, EdgarAgents filed the related Form 8-K.
81. Chen began selling his Purple shares approximately two minutes after the Purple
Announcement in the afternoon on May 6, 2025. In total, Chen sold his entire Purple position
(117,799 shares) about five minutes after the announcement for approximately $120,413,
resulting in a profit of approximately $30,301.
82. The Hong Kong Account began selling its position approximately three minutes
after the Purple Announcement, selling 70,694 Purple shares for approximately $72,783,
resulting in a profit of approximately $22,874.
83. Zhen sold his Purple shares about 12 minutes after the announcement in the
afternoon on May 6, 2025. Zhen sold 41,000 Purple shares for approximately $40,191, resulting
in a profit of approximately $10,263.
84. On May 6, 2025, before the Purple Announcement, Purple shares closed at $0.74
per share. The next morning, on May 7, 2025, Purple shares opened at $0.85 per share (an
increase of approximately 15%) and hit a high price of $0.97 per share.
85. Before May 5, 2025, neither Chen nor Zhen had bought Purple shares.

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D. May 2025 Trading in SigmaTron
86. SigmaTron International, Inc. (“SigmaTron”) is an Illinois-based provider of
electronic manufacturing services including printed circuit board assemblies, electro-mechanical
subassemblies and completely assembled (box-build) electronic products. SigmaTron common
stock is listed on the NASDAQ exchange where it trades under the ticker symbol SGMA.
87. On May 21, 2025, before the market opened, SigmaTron filed a Form 8-K
attaching a press release announcing that SigmaTron had entered into a merger agreement
whereby SigmaTron would be acquired by Transom Capital Group, LLC (“Transom”) at a total
enterprise value of approximately $83 million representing a price premium of approximately
134% over SigmaTron’s closing price per share on May 20, 2025 (the “SigmaTron
Announcement”).
88. The SigmaTron Announcement stated that the acquisition would be done via a
tender offer.
89. Prior to May 20, 2025, Transom Capital took substantial steps to commence or
did commence a tender offer for SigmaTron’s shares of stock but the tender offer was not
publicly announced during this time.
90. At 3:17 p.m. on May 20, 2025, an attorney for SigmaTron sent the EdgarAgents
Inbound Email Account an email with the subject “RE: Edgar Agents – Upcoming IPO / Merger
Deals” that indicated that they would be sending a Form 8-K and merger agreement for “a
potential filing pre-market tomorrow morning.”
91. At 10:29 p.m. on May 20, 2025, an attorney for SigmaTron sent the EdgarAgents
Inbound Email Account an email with the SigmaTron Form 8-K, the merger agreement, and the
press release describing the transaction.

14
92. According to the press release submitted by SigmaTron, Transom would acquire
SigmaTron for $83 million.
93. Starting around 3:30 p.m., Chen and Zhen had the following exchange using
encrypted messages:
Chen: Cuz I know this merger is gonna be big
Chen: It’s a merger ipo
[...]
Chen: I just hope they send both company name
Zhen: They said sigmatron international
Chen: Ya I know that
Chen: I want to know who is the acquiring one
[...]
Chen: I think it will be big
[...]
Chen: U have to understand
Chen: What is a merger ipo
[...]
Chen: It will go up regardless
Chen: It don’t matter what industry
[...]
Chen: I can assure u, that it won’t go down
[...]
Chen: Trust me
Chen: It’s gonna be good
[...]
Chen: Loading up
[...]
Zhen: Gonna load up the hk acc too then

94. At 8:32 p.m., Chen sent Zhen exchanged the following encrypted messages:
Chen: I’m selling at market open
[...]
Chen: I see u in china if it goes to 20
Zhen: Gotta get my house done
Zhen: Prob get a more expensive house
[...]
Chen: Better capitalize this year and just retire

95. At 11:39 p.m., Zhen sent Chen an encrypted message stating that SigmaTron had
submitted the filing.

15
96.  Ten minutes later, Zhen sent Chen a series of encrypted messages describing how
the SigmaTron transaction would work.
97. Starting at 1:21 a.m. on May 21, 2025, Zhen and Chen had the following
exchange using encrypted messages:
Zhen: I still think its gonna a be pretty damn good
Zhen: I googled it
Chen: What u get
Zhen: If private company acq a public
Zhen: Price will rise
Chen: Ya
Chen: Cuz it’s merger
Chen: They getting money
Zhen: 83 million i think

98. In the afternoon and evening on May 20, 2025, Chen purchased 144,870
SigmaTron shares through his brokerage account for approximately $193,034.
99. In the afternoon on May 20, 2025, and early in the morning on May 21, 2025,
Zhen purchased 41,405 SigmaTron shares in his brokerage account for approximately $51,494.
2

100. Starting at 4:08 a.m. on May 21, 2025, the Hong Kong Account purchased 67,516
SigmaTron shares for approximately $102,156.
101. On May 21, 2025, at 8:30 a.m., the SigmaTron Announcement was issued.
Shortly thereafter, EdgarAgents filed the related Form 8-K on SigmaTron’s behalf.
102. Starting at 8:31 a.m., the Hong Kong Account sold 67,516 SigmaTron shares for
approximately $197,237, resulting in a profit of approximately $95,081.
103. Chen sold his SigmaTron shares on May 21, 2025, approximately a half-hour
after the SigmaTron Announcement. In total, Chen sold 144,870 SigmaTron shares for

2
  On May 20, 2025, Zhen also sold 4,500 SGMA shares. At the time of the SigmaTron Announcement, Zhen
owned 36,905 SGMA shares.

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approximately $419,245, resulting in a profit of approximately $226,226.
104. Approximately a half-hour after the announcement, Zhen sold his SigmaTron
position. Zhen sold 36,905 SigmaTron shares for approximately $108,721, resulting in a profit of
approximately $63,802.
3

105. On May 20, 2025, SigmaTron closed at $1.29 per share. On May 21, 2025, after
the SigmaTron Announcement, SigmaTron opened at $2.93 per share (an increase of
approximately 127%) and closed at $2.97 per share.
106. Before May 20, 2025, neither Chen nor Zhen had bought SigmaTron shares.
E. May 2025 Trading in Signing Day
107. Signing Day Sports, Inc. (“Signing Day”) is an Arizona-based developer of an
electronic app used by student-athletes to create recruitment profiles for college sports. Signing
Day common stock is listed on the NASDAQ exchange where it trades under the ticker symbol
“SGN.”
108. On May 28, 2025, before the market opened, Signing Day filed a Form 8-K
attaching a press release announcing that Signing Day had entered into a merger agreement with
BlockchAIn Digital Infrastructure, a digital asset mining and data hosting company that is
developing new facilities (the “Signing Day Announcement”).
4

109. On May 21, 2025 at 9:40 p.m., an attorney for Signing Day sent a copy of the
Form 8-K containing the Signing Day Announcement to the Inbound Email Account at
EdgarAgents. At that time, Chen and Zhen did not know when Signing Day would make the
filing.

3
  Zhen’s profit includes his profit from selling 4,500 SGMA shares on May 20, 2025 before the SigmaTron
Announcement.
4
  The markets were closed from May 24, 2025 through May 26, 2025 for the Memorial Day holiday.

17
110. Chen and Zhen had access to the Inbound Email Account on May 21, 2025.
111. On May 21, 2025, Chen messaged Zhen: “I have [mad] confidence in sgn to be
honest...This [] is mad volatile...Look into sgn...low float And the skin is pretty good too.”
112. On May 22, 2025, Chen again messaged Zhen: “I’m mad confident in sgn...If u
read the skin It is actually very good.”
113. From May 22 to May 28, 2025, Zhen searched Google for “sgn stock” on at least
five occasions.
114. In text messages between Chen and Zhen on the morning of May 27 2025, Chen
indicated that the filing said: “the shareholders get pay base [sic] off the current day of the share
price.”
115. Chen and Zhen traded in and out of Signing Day shares over a number of days
after EdgarAgents received the Signing Day Announcement.
116. Between May 22, 2025 and the morning of May 27, 2025, Chen made a profit of
approximately $70,948 on these trades and Zhen made a profit of approximately $26,259 on
these trades. After this trading activity, Chen and Zhen did not hold any shares of Signing Day.
117. At 2:45 p.m. on May 27, 2025, Chen sent Zhen the following messages on the
encrypted messaging app:
Chen: Yo
Chen: Sgn
Chen: Just came in
Chen: It’s time

118. At 2:49 p.m., Chen called Zhen for approximately two minutes.
119. Starting at 2:51 p.m., Zhen purchased 130,000 Signing Day shares through his
brokerage account for approximately $97,267.
120. Starting at 3:21 p.m., the Hong Kong Account purchased 310,001 Signing Day

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shares for approximately $246,894.
121. Starting at 3:29 p.m., Chen purchased 128,517 Signing Day shares through his
brokerage account for approximately $100,007.
122. The Signing Day Announcement was issued on May 28, 2025 at 8:45 a.m. Shortly
thereafter, EdgarAgents filed the related Form 8-K.
123. The Hong Kong Account began selling its Signing Day shares approximately 18
minutes after the Signing Day Announcement. In total the Hong Kong Account sold 310,001
Signing Day shares for approximately $975,342, for a total profit of approximately $728,448.
124. Chen sold his Signing Day shares approximately 50 minutes after the Signing Day
Announcement. In total, Chen sold 128,517 Signing Day shares for approximately $395,939 for
a total profit of approximately $295,953.
125. In the morning, on May 28, 2025, approximately 50 minutes after the
announcement, Zhen sold his entire stake in Signing Day (130,000 Signing Day shares) for
approximately $420,732, yielding a profit of approximately $323,486.
126. On May 27, 2025, the day before the announcement, Signing Day closed at $0.83
per share.
127. On May 28, 2025, after the announcement, Signing Day opened at $3.17 per share
(an increase of approximately 282%) and closed at $2.19 per share.
128. Before May 22, 2025, neither Chen nor Zhen had bought Signing Day shares.
F. Chen and Zhen Traded on Nine Additional Occasions Based on MNPI
Obtained about EdgarAgents’ Clients
129. The below chart reflects other instances in which Chen and Zhen engaged in a
similar pattern of trading, as well as their total ill-gotten profits from the trading scheme.

19
Security Filing Date Substance of Filing Chen
Brokerage
Account
Profits
Zhen
Brokerage
Account
Profits
Hong Kong
Account
Profits
Triller
Group, Inc.
(ticker:
ILLR)
1/29/25 Triller announced a
private placement
offering of an
aggregate of $14
million

$2,700

n/a

$468
ARB OIT
Group
Limited
(ticker:
ARBB)
3/4/25               ARB               OIT
announced an
artificial
intelligence (“AI”)
products supply
agreement valued at
$45 millio
n

$50,896

$12,111

$14,244
Ondas
5
 3/11/25 see above $24,757 $12,013 $10,484
ARBB               4/14/25               ARB               OIT
announced that it
had entered into a
contract to deliver
AI data server
solutions valued at
approximately $53
millio
n

$66,145

$19,093

n/a
Purple 5/6/25 see above $30,301 $10,263 $22,874
Asset Entities
Inc. (ticker:
ASST)
5/7/25               Asset               Entities
announced that it
would merge with
Strive Asset
Management to
form the first
publicly traded asset
management bitcoin
treasur
y company

n/a

$4,285

$13,532
Rumble Inc.
(ticker:
RUM)
5/8/25               Rumble               announced
its financial results
for the fiscal quarter
ended March 31,
2025

$10,535

$315

$5,247
Gryphon
Digital
Mining Inc.
5/12 and
5/13/25
Gryphon and
American Bitcoin

n/a

not
profitable

$115,586

5
  The shaded rows represent the four trading events described earlier in this section. They are included here
for completeness.

20
Security Filing Date Substance of Filing Chen
Brokerage
Account
Profits
Zhen
Brokerage
Account
Profits
Hong Kong
Account
Profits
(ticker:
GRYP)
entered into a
mer
ger agreement
SigmaTron 5/21/25 see above $226,226 $63,802 $95,081
Signing Day 5/28/25 see above $295,953 $323,486 $728,448
NewGenIVF
Group
Limited
(ticker:
NIVF)
6/2/25               NewGenIVF
announced its plans
to invest $30
million in staking
the digital asset
Solan
a

$15,334

$45,733

$81,862
Getty Images
Holdings,
Inc. (ticker:
GETY)
6/10/25             Shutterstock,             Inc.
(ticker: SSTK; an
EdgarAgents client)
announced that its
stockholders
approved the
adoption of the
merger agreement
between
Shutterstock and
Gett
y

$6,201

$6,317

$6,498
Polyrizon
Ltd. (ticker:
PLRZ)
6/12/25             Polyrizon
announced
encouraging
preclinical results
from a study
evaluating its
proprietar
y platform

$5,070

$3,201

not profitable
TOTAL
PROFITS
                                                  $734,118                         $500,619                         $1,094,324

III. CHEN AND ZHEN PLANNED TO LEAVE THE COUNTRY
130. On May 21, 2025, Chen messaged Zhen: “I am really Considering Leaving If I
get over 3mil But I just need u on the inside.” Zhen replied: “I think u should milk till they fire
u.”
131. On May 23, 2025, Chen messaged Zhen: “I’m quitting ea Once I have 5 mil

21
Cash...Then we do the plan It’s safer that way.”
132. On May 27, 2025, the day before the Signing Day Announcement, Chen
purchased a flight from Hong Kong to New York, arriving in New York on June 20, 2025, and a
return ticket only a week later from New York to Hong Kong, departing on June 28, 2025.
133. On May 28, 2025, the day of the Signing Day Announcement, Zhen told Chen:
“Month to date 400k.” Chen replied: “Book your ticket today...Book single flight first...June
28th The 1 am flight Get it done now.”
134. Later that day, on May 28, 2025, Zhen purchased a one-way airline ticket from
New York to Hong Kong on the same flight as Chen on June 28, 2025.
135. In a text exchange around this time, Chen told Zhen: “we gotta get out quick.”
136. Prior to boarding that flight, Chen and Zhen were arrested.
137. At the time of the arrest, Chen and Zhen were in possession of three Rolex
watches.
FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Both Defendants)

138. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 137.
139. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one
or more untrue statements of a material fact or omitted to state one or more material facts
necessary in order to make the statements made, in light of the circumstances under which they

22
were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
140. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 14(e) and Rule 14e-3 thereunder
(Both Defendants)

141. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 52, 86 through 106, and 130 through 137.
142. Prior to May 20, 2025, Transom Capital (“offering person”) took substantial steps
to commence or did commence a tender offer for SigmaTron’s shares of stock but the tender
offer was not publicly announced during this time.
143. Between May 20, 2025 and May 21, 2025, Defendants possessed material
nonpublic information sent by SigmaTron to EdgarAgents (their employer) relating to the tender
offer SigmaTron’s shares; knew or had reason to know that this information was nonpublic;
knew or had reason to know that this information was acquired directly or indirectly from (a) the
offering person, (b) the issuer of the securities sought or to be sought by such tender offer, or
(c) any officer, director, partner or employee or any other person acting on behalf of such
offering person or such issuer; and purchased or sold, or caused to be purchased or sold,
SigmaTron’s securities.
144. By reason of the foregoing, Defendants violated and, unless enjoined will again
violate, Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R.
§ 240.14e-3].

23
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Chen and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Exchange Act Sections 10(b) and 14(e) [15 U.S.C. §§ 78j(b); 78n(e)], and Rules 10b-5(b) and
14e-3 thereunder [17 C.F.R. §§ 240.10b-5(b); 240.14e-3];
II.
Permanently enjoining Zhen and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Exchange Act Sections 10(b) and 14(e) [15 U.S.C. §§ 78j(b); 78n(e)], and Rules 10b-5(b) and
14e-3 thereunder [17 C.F.R. §§ 240.10b-5(b); 240.14e-3];
III.
Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly,
with pre-judgment interest thereon, as a result of the alleged violations, pursuant to Exchange
Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
IV.
Ordering Defendants to pay civil monetary penalties under Exchange Act Section 21A
[15 U.S.C. § 78u-1];

24
V.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
August 18, 2025
_____/s/ Lindsay Moilanen_______________________

Joseph Sansone
Lindsay S. Moilanen
David Bennett
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-1021 (Moilanen)
[email protected]

Joseph Sansone 
Lindsay S. Moilanen 
David Bennett 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-1021 (Moilanen) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
JUSTIN CHEN and  
JUN ZHEN,    
  
                                             Defendants. 
 

 
 
COMPLAINT 

   
25 Civ. _____ (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

 
Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendants Justin Chen (“Chen”) and Jun Zhen (“Zhen”) (collectively, “Defendants”), alleges as 

follows: 

SUMMARY 

1. From at least January 2025 to June 2025 (the “Relevant Period”), Chen and Zhen, 

then employees of EdgarAgents LLC (“EdgarAgents”), engaged in a brazen insider trading 

scheme, unlawfully trading in stocks of multiple companies that used EdgarAgents to assist them 

with making public filings in the Commission’s Electronic Data Gathering, Analysis, and 

Retrieval (“EDGAR”) system. 

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2. As employees at EdgarAgents, Defendants regularly had access to nonpublic 

information about EdgarAgents’s clients through a shared EdgarAgents email account to which 

clients sent filings to process (the “Inbound Email Account”). 

3. This nonpublic information in the filings included significant company 

announcements related to important events including mergers and earnings results. 

4. As employees of EdgarAgents, Chen and Zhen were required to keep client 

information confidential and were prohibited from engaging in insider trading. 

5. On at least thirteen occasions during the Relevant Period, Chen and Zhen 

obtained material nonpublic information (“MNPI”) from the Inbound Email Account and traded 

on that information. Through this trading, Chen and Zhen together obtained ill-gotten profits of 

more than $2.2 million. 

6. After profiting from this scheme, Chen and Zhen attempted to leave the country. 

but were arrested before fleeing for conduct relating to the allegations herein. 

VIOLATIONS 

7. By virtue of the foregoing conduct and as alleged further herein, Defendants Chen 

and Zhen have violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. §§ 78j(b); 78n(e)], and Rules 10b-5 and 14e-3 thereunder [17 

C.F.R. §§ 240.10b-5; 240.14e-3]. 

8. Unless Defendants are restrained and enjoined, they will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

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

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Exchange Act Sections 21(d) and 21A(a) [15 U.S.C. §§ 78u(d); 78u-1(a)].  

10. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws and rules this Complaint alleges they have violated; 

(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the violations 

alleged here and to pay prejudgment interest thereon, pursuant to Exchange Act Sections 

21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering 

Defendants to pay civil money penalties pursuant to Exchange Act Section 21(A) [15 U.S.C. 

§ 78u-1]; and (d) ordering any other and further relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Exchange Act Sections 21, 

21A, and 27 [15 U.S.C. §§ 78u; 78u-1; 78aa]. 

12. Defendants, directly and indirectly, have made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged herein. 

13. Venue lies in this District under Exchange Act Section 27 [15 U.S.C. § 78aa]. 

Defendants may be found in and are inhabitants of the Eastern District of New York, and certain 

of the acts, practices, transactions, and courses of business alleged in this Complaint occurred 

within this District, including the Defendants placing many of the trades described herein. 

DEFENDANTS 

14. Chen, age 31, resides in Brooklyn, New York. Chen worked at EdgarAgents from 

July 9, 2020 to June 29, 2025 as an EDGAR Assistant Manager, helping track and process client 

requests. Chen was terminated from EdgarAgents in connection with the conduct described 

herein. 

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15. Zhen, age 29, resides in Brooklyn, New York. Zhen worked at EdgarAgents from 

March 4, 2021 to June 29, 2025 as a Typeset Assistant Manager, dealing with EDGAR filings 

that required “typeset” formatting. Zhen was terminated from EdgarAgents in connection with 

the conduct described herein. 

OTHER RELEVANT ENTITY 

16. EdgarAgents is headquartered in New York, New York. It is a full-service 

EDGAR filing agent. Annually, it processes over 40,000 SEC filings in the EDGAR system. 

FACTS 

I. BACKGROUND 

A. EDGAR and EdgarAgents, Generally  

17. Pursuant to the federal securities laws, public and other companies are required to 

make certain, regular disclosures. 

18. These disclosures may include Forms 10-K (annual reports of companies’ 

financial performance) and Forms 10-Q (quarterly reports of company’s performance during a 

certain period). 

19. These disclosures may also include current reports on Forms 8-K, which are used 

to timely notify shareholders of certain events that may be important to them that fall outside of 

periodic reporting windows. 

20. EDGAR is the primary system that companies and others filing documents use to 

make filings required under the Securities Act of 1933, the Securities Exchange Act of 1934, the 

Trust Indenture Act of 1939, and the Investment Company Act of 1940, including Forms 10-K, 

Forms 10-Q, and Forms 8-K.  

21. The EDGAR system processes about 4,700 filings per day.  

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22. EdgarAgents, and other companies providing similar services, help companies 

make filings on EDGAR. 

23. These companies, commonly referred to as “filing agents,” typically can assist 

with the technical process of making filings on EDGAR, as well as, if necessary converting 

documents into the proper format for EDGAR, adding machine-readable tags to filings (called 

inline XBRL tagging), typesetting, and printing of shareholder communications. 

B. Through Their Work at EdgarAgents, Defendants Had Regular Access to 
MNPI about Publicly-Traded Companies 

24. EdgarAgents maintained the Inbound Email Account to track and process filings 

for clients. 

25. During the Relevant Period, all managers and assistant managers (including Chen 

and Zhen) had access to all inbound requests from clients submitted to the Inbound Email 

Account. 

26. Many client requests related to processing Forms 8-K. 

27. As part of their jobs at EdgarAgents, Chen and Zhen were tasked with opening 

the submitted requests from the Inbound Email Account, understanding the nature of the inbound 

job from the client, and forwarding the message to the appropriate member of EdgarAgents’ 

offshore production team. 

28. The offshore production team would then do any required conversion and send 

the draft filing back to the U.S.-based team (including Chen and Zhen), who would review it 

before sending it back to the client for approval. 

29. During the Relevant Period, about 30 EdgarAgents employees, including Chen 

and Zhen, used an internal EdgarAgents instant message group (“Inbox Chat”) to exchange 

messages about the status of requests received in the Inbound Email Account. 

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30. These Inbox Chat messages covered the status of multiple filings and client 

requests, and generally listed the client name and filing type (e.g., Form 8-K) that were in 

process on any given day. 

31. Through their roles and access to the Inbound Email Account, Defendants 

obtained nonpublic information directly from issuers of securities that were clients of 

EdgarAgents. 

32. Chen and Zhen were both remote employees and could work from home or while 

traveling abroad. 

C. EdgarAgents’ Policies Prohibited Defendants from Disclosing or Trading on 
Nonpublic Information Obtained Through Their Employment 

33. During the Relevant Period, Chen and Zhen were subject to policies and 

procedures laid out in EdgarAgents’ employee handbook. These policies and procedures 

included requirements to keep client information confidential and prohibitions on insider trading.  

34. The employee handbook in place from March 12, 2024 through May 19, 2025 

included the following language: 

The Company has received and in the future will receive from third parties their 
confidential or proprietary information subject to a duty on the Company’s part to 
maintain the confidentiality of such information and to use it only for certain limited 
purposes. All employees agree to hold all such confidential or proprietary information in 
the strictest confidence and not to disclose it to any person, firm or corporation or to use 
it except as necessary in carrying out the work for the Company consistent with the 
Company’s agreement with such third party. 

35. The handbook was updated on May 20, 2025 and continued to include the above 

language. 

36. The May 20, 2025 handbook added the following language on insider trading:  

Insider trading is strictly prohibited at EdgarAgents and is a violation of both company 
policy and federal securities laws. Insider trading involves the buying or selling of 
EdgarAgents clientele’s securities based on material, nonpublic information that could 
influence an investor’s decision to buy or sell. Employees, officers, directors, consultants, 

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and affiliates of EdgarAgents must not use confidential information provided to us by our 
clientele—whether related to their company or its partners—for personal gain or to 
benefit others. This prohibition extends to anyone who has access to such insider 
information, including family members, friends, or any individuals who may use this 
information to trade. Material, nonpublic information includes any facts that could impact 
an investor’s decision, such as earnings, mergers or acquisitions, or leadership changes. 
Employees are also prohibited from sharing this nonpublic information with others 
(known as ‘tipping’). Violations of this policy can lead to severe legal consequences, 
including civil and criminal penalties, fines, and possible imprisonment, as well as 
internal disciplinary action, including termination of employment. 

37. Additionally, as part of their employment, Chen and Zhen were required to 

execute an agreement to not use any client information for personal gain. 

38. Chen and Zhen both executed this agreement acknowledging they could not use 

client information for personal gain in January and March 2021, respectively. 

II. DEFENDANTS MISAPPROPRIATED NONPUBLIC INFORMATION FROM 
EDGARAGENTS AND USED IT TO TRADE STOCKS 

A. Defendants’ Trading, Generally 

39. During the Relevant Period, on at least thirteen occasions, Chen and Zhen each 

traded in the stocks of clients of EdgarAgents based on MNPI obtained through the Inbound 

Email Account. 

40. Chen and Zhen each had a retail brokerage account in which they conducted 

trading.  

41. Chen opened his brokerage account (the “Chen Brokerage Account”) in or around 

May 2018. 

42. Zhen opened his brokerage account (the “Zhen Brokerage Account”) in February 

2025. 

43. Chen and Zhen also traded through at least one Hong Kong-based brokerage 

account (“Hong Kong Account”). 

44. The Hong Kong Account was opened in January 2025 in the name of Chen’s 

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 8

sister-in-law, a Chinese citizen. 

45. According to chats between them, Chen and Zhen planned to keep the trading 

profits in the Hong Kong Account less a 6% “fee” that went to Chen’s sister-in-law. 

46. During the Relevant Period, Chen and Zhen routinely reviewed messages sent to 

the Inbound Email Account to identify filings that contained MNPI. 

47. Chen and Zhen regularly discussed their insider trading scheme using an 

encrypted messaging app. 

48. Specifically, Chen and Zhen regularly discussed the content of filings, when the 

filings would be publicly disclosed, the potential impact of the filings on the price of the relevant 

securities, and their trading around the filings. 

49. On May 21, 2025, Chen wrote to Zhen, in reference to their scheme: “our 

business is proven to work and it is stable…just treat this [] like a business…u can make 1mil.” 

50. Chen and Zhen referred to EdgarAgents’ clients’ filings as “skins.” For example, 

on June 14, 2025, Chen messaged Zhen: “[l]ook out for skins [o]ver the weekend.” 

51. Chen and Zhen placed each of their unlawful trades on the basis of MNPI they 

obtained about forthcoming filings by EdgarAgents’ clients that they anticipated would cause the 

client’s stock price to increase. 

52. In placing each of these trades, Chen and Zhen knew or at least recklessly 

disregarded that they were trading based on information that was material and nonpublic and that 

using the information to enrich themselves through trading was a breach of their duties as 

EdgarAgents employees. 

53. Four examples of Chen’s and Zhen’s trading scheme are detailed in paragraphs 

54-128 below. 

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B. March 2025 Trading in Ondas 

54. Ondas Holdings, Inc. (“Ondas”) is a Massachusetts-based provider of private 

wireless data solutions and commercial drone solutions. Ondas common stock is listed on the 

NASDAQ exchange where it trades under the ticker symbol “ONDS.”  

55. On March 11, 2025, before the market opened, Ondas filed a Form 8-K attaching 

a press release announcing that Ondas had entered into a strategic partnership with Palantir 

Technologies Inc. (the “Ondas Announcement”).  

56. On March 10, 2025 at 2:57 p.m., an attorney for Ondas sent a copy of the Form 8-

K containing the Ondas Announcement to the Inbound Email Account at EdgarAgents. 

57. Chen and Zhen had access to the Inbound Email Account on that day. 

58. In the afternoon on March 10, 2025, Chen purchased 65,239 Ondas shares in the 

Chen Brokerage Account for approximately $44,703.  

59. In the afternoon of March 10, 2025, Zhen purchased 38,747 Ondas shares in the 

Zhen Brokerage Account for approximately $27,896. 

60. Also in the afternoon of March 10, 2025, the Hong Kong Account purchased 

28,770 Ondas shares for approximately $19,724. 

61. The Ondas Announcement was issued at 8:30 a.m. on March 11, 2025. Shortly 

thereafter, EdgarAgents filed the Form 8-K containing the Ondas Announcement on Ondas’s 

behalf. 

62. Approximately fifteen minutes after the Ondas Announcement, on the morning of 

March 11, 2025, Chen began selling his entire position of Ondas shares (65,239 shares) for 

approximately $69,447, resulting in a profit of approximately $24,757. 

63. At approximately the same time, the Hong Kong Account sold its entire position 

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 10

for approximately $30,209, resulting in a profit of approximately $10,484. 

64. On the morning of March 11, 2025, approximately one hour and ten minutes after 

the Ondas Announcement, Zhen sold his entire position in Ondas shares (38,747 shares) for 

approximately $39,901, resulting in a profit of approximately $12,013.  

65. The day before the Ondas Announcement, on March 10, 2025, Ondas shares 

closed at $0.72 per share. Following the Ondas Announcement, on March 11, 2025, Ondas 

shares opened at $1.18 per share (an increase of approximately 63%).  

66. Before March 10, 2025, neither Chen nor Zhen had bought Ondas shares. 

67. On March 30, 2025, shortly after this trading, Zhen conducted the following 

internet searches: “insider trading”; “how does finra confirm insider trading”; “what do I need to 

make a offshore brokerage account”; “is finra able to investigate offshore brokerage firms”; 

“how does the sec regulate 3rd party trading”.1 

C. May 2025 Trading in Purple 

68. Purple Innovation, Inc. (“Purple”) is a Utah-based creator of mattresses and 

pillows. Purple’s common stock is listed on the NASDAQ exchange where it trades under the 

ticker symbol “PRPL.” 

69. On May 6, 2025, after the market closed, Purple filed a Form 8-K attaching a 

press release announcing that Purple had entered into a partnership with Somnigroup 

International, Inc. to expand Purple’s product offerings in Somnigroup’s stores nationwide as 

well as announcing it entered into a strategic supply agreement with Tempur Sherwood, LLC, a 

subsidiary of Tempur Sealy, to assemble Purple products (together, the “Purple 

Announcement”). 

 
1  “finra” refers to the Financial Industry Regulatory Authority, a self-regulatory body for the securities 
industry. 

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70. Additionally, on the same day shortly after the Purple Announcement, Purple also 

released its financial results for the quarter ended March 31, 2025. 

71. On May 5, 2025, around 3:50 p.m., an attorney for Purple sent a copy of the Form 

8-K containing the Purple Announcement and the Form 8-K containing its financial results to the 

Inbound Email Account at EdgarAgents. 

72. Chen and Zhen had access to the Inbound Email Account on that day. 

73. In addition, Chen and Zhen received Inbox Chat messages related to the Purple 

Announcement and Form 8-K. 

74. In the evening on May 5, 2025 and the morning of May 6, 2025, before the Purple 

Announcement, Chen purchased 117,799 Purple shares through his brokerage account for 

approximately $90,135. 

75. In the evening on May 5, 2025, Zhen purchased 41,000 Purple shares through his 

brokerage account for approximately $29,936. 

76. In the evening of May 5, 2025, the Hong Kong Account purchased 70,763 Purple 

shares for approximately $49,960. 

77. Starting at 7:11 a.m. on May 6, 2025, Chen and Zhen exchanged the following 

encrypted messages about Purple: 

Zhen: I hope purple releases their shit at like 9 
Chen: Really hard to say 
Chen: I look at their old shit 
Chen: Everything is in the afternoon 
[…] 
Zhen: U loading up more? 
Chen: Ya I bought more skins 
[…] 
Zhen: Im all in this purple skim atm 
 

78. Later, starting at 9:35 a.m. on May 6, 2025, Chen and Zhen exchanged the 

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 12

following encrypted messages about Purple:  

Zhen: Might shoot the f[***] up 
Zhen: Even with the earnings  
Chen: It has to 
Chen: It has to 
Chen: It’s too big 
Zhen: Cuz the skin talks about their future plans 
Chen: At least I think it’s big 
Zhen: Same 

 
79. Chen and Zhen exchanged numerous additional encrypted messages throughout 

the day tracking the stock price and anticipating the timing of the Purple Announcement. 

80. The Purple Announcement was issued at 4:00 p.m. on May 6, 2025. Shortly 

thereafter, EdgarAgents filed the related Form 8-K. 

81. Chen began selling his Purple shares approximately two minutes after the Purple 

Announcement in the afternoon on May 6, 2025. In total, Chen sold his entire Purple position 

(117,799 shares) about five minutes after the announcement for approximately $120,413, 

resulting in a profit of approximately $30,301. 

82. The Hong Kong Account began selling its position approximately three minutes 

after the Purple Announcement, selling 70,694 Purple shares for approximately $72,783, 

resulting in a profit of approximately $22,874. 

83. Zhen sold his Purple shares about 12 minutes after the announcement in the 

afternoon on May 6, 2025. Zhen sold 41,000 Purple shares for approximately $40,191, resulting 

in a profit of approximately $10,263. 

84. On May 6, 2025, before the Purple Announcement, Purple shares closed at $0.74 

per share. The next morning, on May 7, 2025, Purple shares opened at $0.85 per share (an 

increase of approximately 15%) and hit a high price of $0.97 per share.  

85. Before May 5, 2025, neither Chen nor Zhen had bought Purple shares. 

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D. May 2025 Trading in SigmaTron 

86. SigmaTron International, Inc. (“SigmaTron”) is an Illinois-based provider of 

electronic manufacturing services including printed circuit board assemblies, electro-mechanical 

subassemblies and completely assembled (box-build) electronic products. SigmaTron common 

stock is listed on the NASDAQ exchange where it trades under the ticker symbol SGMA. 

87. On May 21, 2025, before the market opened, SigmaTron filed a Form 8-K 

attaching a press release announcing that SigmaTron had entered into a merger agreement 

whereby SigmaTron would be acquired by Transom Capital Group, LLC (“Transom”) at a total 

enterprise value of approximately $83 million representing a price premium of approximately 

134% over SigmaTron’s closing price per share on May 20, 2025 (the “SigmaTron 

Announcement”).  

88. The SigmaTron Announcement stated that the acquisition would be done via a 

tender offer.  

89. Prior to May 20, 2025, Transom Capital took substantial steps to commence or 

did commence a tender offer for SigmaTron’s shares of stock but the tender offer was not 

publicly announced during this time.  

90. At 3:17 p.m. on May 20, 2025, an attorney for SigmaTron sent the EdgarAgents 

Inbound Email Account an email with the subject “RE: Edgar Agents – Upcoming IPO / Merger 

Deals” that indicated that they would be sending a Form 8-K and merger agreement for “a 

potential filing pre-market tomorrow morning.” 

91. At 10:29 p.m. on May 20, 2025, an attorney for SigmaTron sent the EdgarAgents 

Inbound Email Account an email with the SigmaTron Form 8-K, the merger agreement, and the 

press release describing the transaction. 

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92. According to the press release submitted by SigmaTron, Transom would acquire 

SigmaTron for $83 million. 

93. Starting around 3:30 p.m., Chen and Zhen had the following exchange using 

encrypted messages: 

Chen: Cuz I know this merger is gonna be big 
Chen: It’s a merger ipo 
[…] 
Chen: I just hope they send both company name 
Zhen: They said sigmatron international 
Chen: Ya I know that 
Chen: I want to know who is the acquiring one 
[…] 
Chen: I think it will be big 
[…] 
Chen: U have to understand 
Chen: What is a merger ipo 
[…] 
Chen: It will go up regardless 
Chen: It don’t matter what industry 
[…] 
Chen: I can assure u, that it won’t go down 
[…] 
Chen: Trust me 
Chen: It’s gonna be good 
[…] 
Chen: Loading up 
[…] 
Zhen: Gonna load up the hk acc too then 
 

94. At 8:32 p.m., Chen sent Zhen exchanged the following encrypted messages:  

Chen: I’m selling at market open 
[…] 
Chen: I see u in china if it goes to 20 
Zhen: Gotta get my house done 
Zhen: Prob get a more expensive house 
[…] 
Chen: Better capitalize this year and just retire 
 

95. At 11:39 p.m., Zhen sent Chen an encrypted message stating that SigmaTron had 

submitted the filing. 

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96.  Ten minutes later, Zhen sent Chen a series of encrypted messages describing how 

the SigmaTron transaction would work.  

97. Starting at 1:21 a.m. on May 21, 2025, Zhen and Chen had the following 

exchange using encrypted messages:  

Zhen: I still think its gonna a be pretty damn good 
Zhen: I googled it 
Chen: What u get 
Zhen: If private company acq a public 
Zhen: Price will rise 
Chen: Ya  
Chen: Cuz it’s merger  
Chen: They getting money 
Zhen: 83 million i think 

 
98. In the afternoon and evening on May 20, 2025, Chen purchased 144,870 

SigmaTron shares through his brokerage account for approximately $193,034.  

99. In the afternoon on May 20, 2025, and early in the morning on May 21, 2025, 

Zhen purchased 41,405 SigmaTron shares in his brokerage account for approximately $51,494.2  

100. Starting at 4:08 a.m. on May 21, 2025, the Hong Kong Account purchased 67,516 

SigmaTron shares for approximately $102,156. 

101. On May 21, 2025, at 8:30 a.m., the SigmaTron Announcement was issued. 

Shortly thereafter, EdgarAgents filed the related Form 8-K on SigmaTron’s behalf. 

102. Starting at 8:31 a.m., the Hong Kong Account sold 67,516 SigmaTron shares for 

approximately $197,237, resulting in a profit of approximately $95,081. 

103. Chen sold his SigmaTron shares on May 21, 2025, approximately a half-hour 

after the SigmaTron Announcement. In total, Chen sold 144,870 SigmaTron shares for 

 
2  On May 20, 2025, Zhen also sold 4,500 SGMA shares. At the time of the SigmaTron Announcement, Zhen 
owned 36,905 SGMA shares. 

Case 1:25-cv-04580     Document 1     Filed 08/18/25     Page 15 of 24 PageID #: 15



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approximately $419,245, resulting in a profit of approximately $226,226.  

104. Approximately a half-hour after the announcement, Zhen sold his SigmaTron 

position. Zhen sold 36,905 SigmaTron shares for approximately $108,721, resulting in a profit of 

approximately $63,802.3  

105. On May 20, 2025, SigmaTron closed at $1.29 per share. On May 21, 2025, after 

the SigmaTron Announcement, SigmaTron opened at $2.93 per share (an increase of 

approximately 127%) and closed at $2.97 per share.  

106. Before May 20, 2025, neither Chen nor Zhen had bought SigmaTron shares. 

E. May 2025 Trading in Signing Day 

107. Signing Day Sports, Inc. (“Signing Day”) is an Arizona-based developer of an 

electronic app used by student-athletes to create recruitment profiles for college sports. Signing 

Day common stock is listed on the NASDAQ exchange where it trades under the ticker symbol 

“SGN.”  

108. On May 28, 2025, before the market opened, Signing Day filed a Form 8-K 

attaching a press release announcing that Signing Day had entered into a merger agreement with 

BlockchAIn Digital Infrastructure, a digital asset mining and data hosting company that is 

developing new facilities (the “Signing Day Announcement”).4  

109. On May 21, 2025 at 9:40 p.m., an attorney for Signing Day sent a copy of the 

Form 8-K containing the Signing Day Announcement to the Inbound Email Account at 

EdgarAgents. At that time, Chen and Zhen did not know when Signing Day would make the 

filing. 

 
3  Zhen’s profit includes his profit from selling 4,500 SGMA shares on May 20, 2025 before the SigmaTron 
Announcement. 

4  The markets were closed from May 24, 2025 through May 26, 2025 for the Memorial Day holiday. 

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110. Chen and Zhen had access to the Inbound Email Account on May 21, 2025.  

111. On May 21, 2025, Chen messaged Zhen: “I have [mad] confidence in sgn to be 

honest…This [] is mad volatile…Look into sgn…low float And the skin is pretty good too.” 

112. On May 22, 2025, Chen again messaged Zhen: “I’m mad confident in sgn…If u 

read the skin It is actually very good.” 

113. From May 22 to May 28, 2025, Zhen searched Google for “sgn stock” on at least 

five occasions. 

114. In text messages between Chen and Zhen on the morning of May 27 2025, Chen 

indicated that the filing said: “the shareholders get pay base [sic] off the current day of the share 

price.” 

115. Chen and Zhen traded in and out of Signing Day shares over a number of days 

after EdgarAgents received the Signing Day Announcement. 

116. Between May 22, 2025 and the morning of May 27, 2025, Chen made a profit of 

approximately $70,948 on these trades and Zhen made a profit of approximately $26,259 on 

these trades. After this trading activity, Chen and Zhen did not hold any shares of Signing Day. 

117. At 2:45 p.m. on May 27, 2025, Chen sent Zhen the following messages on the 

encrypted messaging app:  

Chen: Yo 
Chen: Sgn 
Chen: Just came in 
Chen: It’s time 
 

118. At 2:49 p.m., Chen called Zhen for approximately two minutes. 

119. Starting at 2:51 p.m., Zhen purchased 130,000 Signing Day shares through his 

brokerage account for approximately $97,267.  

120. Starting at 3:21 p.m., the Hong Kong Account purchased 310,001 Signing Day 

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shares for approximately $246,894. 

121. Starting at 3:29 p.m., Chen purchased 128,517 Signing Day shares through his 

brokerage account for approximately $100,007.  

122. The Signing Day Announcement was issued on May 28, 2025 at 8:45 a.m. Shortly 

thereafter, EdgarAgents filed the related Form 8-K. 

123. The Hong Kong Account began selling its Signing Day shares approximately 18 

minutes after the Signing Day Announcement. In total the Hong Kong Account sold 310,001 

Signing Day shares for approximately $975,342, for a total profit of approximately $728,448. 

124. Chen sold his Signing Day shares approximately 50 minutes after the Signing Day 

Announcement. In total, Chen sold 128,517 Signing Day shares for approximately $395,939 for 

a total profit of approximately $295,953. 

125. In the morning, on May 28, 2025, approximately 50 minutes after the 

announcement, Zhen sold his entire stake in Signing Day (130,000 Signing Day shares) for 

approximately $420,732, yielding a profit of approximately $323,486. 

126. On May 27, 2025, the day before the announcement, Signing Day closed at $0.83 

per share. 

127. On May 28, 2025, after the announcement, Signing Day opened at $3.17 per share 

(an increase of approximately 282%) and closed at $2.19 per share. 

128. Before May 22, 2025, neither Chen nor Zhen had bought Signing Day shares. 

F. Chen and Zhen Traded on Nine Additional Occasions Based on MNPI 
Obtained about EdgarAgents’ Clients 

129. The below chart reflects other instances in which Chen and Zhen engaged in a 

similar pattern of trading, as well as their total ill-gotten profits from the trading scheme. 

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Security Filing Date Substance of Filing Chen 
Brokerage 
Account 
Profits 

Zhen 
Brokerage 
Account 
Profits 

Hong Kong 
Account 
Profits  

Triller 
Group, Inc. 
(ticker: 
ILLR) 

1/29/25 Triller announced a 
private placement 
offering of an 
aggregate of $14 
million  

 
$2,700 

 
n/a 

 
$468 

ARB OIT 
Group 
Limited 
(ticker: 
ARBB) 

3/4/25 ARB OIT 
announced an 
artificial 
intelligence (“AI”) 
products supply 
agreement valued at 
$45 million 

 
$50,896 

 
$12,111 

 
$14,244 

Ondas5 3/11/25 see above $24,757 $12,013 $10,484 
ARBB 4/14/25 ARB OIT 

announced that it 
had entered into a 
contract to deliver 
AI data server 
solutions valued at 
approximately $53 
million 

 
$66,145 

 
$19,093 

 
n/a 

Purple 5/6/25 see above $30,301 $10,263 $22,874 
Asset Entities 
Inc. (ticker: 
ASST) 

5/7/25 Asset Entities 
announced that it 
would merge with 
Strive Asset 
Management to 
form the first 
publicly traded asset 
management bitcoin 
treasury company 

 
n/a 

 
$4,285 

 
$13,532 

Rumble Inc. 
(ticker: 
RUM) 

5/8/25 Rumble announced 
its financial results 
for the fiscal quarter 
ended March 31, 
2025 

 
$10,535 

 
$315 

 
$5,247 

Gryphon 
Digital 
Mining Inc. 

5/12 and 
5/13/25 

Gryphon and 
American Bitcoin 

 
n/a 

 
not 
profitable 

 
$115,586 

 
5  The shaded rows represent the four trading events described earlier in this section. They are included here 
for completeness. 

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Security Filing Date Substance of Filing Chen 
Brokerage 
Account 
Profits 

Zhen 
Brokerage 
Account 
Profits 

Hong Kong 
Account 
Profits  

(ticker: 
GRYP) 

entered into a 
merger agreement  

SigmaTron 5/21/25 see above $226,226 $63,802 $95,081 
Signing Day 5/28/25 see above $295,953 $323,486 $728,448 
NewGenIVF 
Group 
Limited 
(ticker: 
NIVF) 

6/2/25 NewGenIVF 
announced its plans 
to invest $30 
million in staking 
the digital asset 
Solana 

 
$15,334 

 
$45,733 

 
$81,862 

Getty Images 
Holdings, 
Inc. (ticker: 
GETY) 

6/10/25 Shutterstock, Inc. 
(ticker: SSTK; an 
EdgarAgents client) 
announced that its 
stockholders 
approved the 
adoption of the 
merger agreement 
between 
Shutterstock and 
Getty 

 
$6,201 

 
$6,317 

 
$6,498 

Polyrizon 
Ltd. (ticker: 
PLRZ) 

6/12/25 Polyrizon 
announced 
encouraging 
preclinical results 
from a study 
evaluating its 
proprietary platform 

 
$5,070 

 
$3,201 

 
not profitable 

TOTAL 
PROFITS 

  $734,118 $500,619 $1,094,324 

 

III. CHEN AND ZHEN PLANNED TO LEAVE THE COUNTRY 

130. On May 21, 2025, Chen messaged Zhen: “I am really Considering Leaving If I 

get over 3mil But I just need u on the inside.” Zhen replied: “I think u should milk till they fire 

u.” 

131. On May 23, 2025, Chen messaged Zhen: “I’m quitting ea Once I have 5 mil 

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Cash…Then we do the plan It’s safer that way.” 

132. On May 27, 2025, the day before the Signing Day Announcement, Chen 

purchased a flight from Hong Kong to New York, arriving in New York on June 20, 2025, and a 

return ticket only a week later from New York to Hong Kong, departing on June 28, 2025.  

133. On May 28, 2025, the day of the Signing Day Announcement, Zhen told Chen: 

“Month to date 400k.” Chen replied: “Book your ticket today…Book single flight first…June 

28th The 1 am flight Get it done now.” 

134. Later that day, on May 28, 2025, Zhen purchased a one-way airline ticket from 

New York to Hong Kong on the same flight as Chen on June 28, 2025.  

135. In a text exchange around this time, Chen told Zhen: “we gotta get out quick.” 

136. Prior to boarding that flight, Chen and Zhen were arrested. 

137. At the time of the arrest, Chen and Zhen were in possession of three Rolex 

watches. 

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Both Defendants) 
 

138. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 137. 

139. Defendants, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one 

or more untrue statements of a material fact or omitted to state one or more material facts 

necessary in order to make the statements made, in light of the circumstances under which they 

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were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of 

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

140. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. 

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

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 14(e) and Rule 14e-3 thereunder 

(Both Defendants) 
 

141. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 52, 86 through 106, and 130 through 137. 

142. Prior to May 20, 2025, Transom Capital (“offering person”) took substantial steps 

to commence or did commence a tender offer for SigmaTron’s shares of stock but the tender 

offer was not publicly announced during this time.  

143. Between May 20, 2025 and May 21, 2025, Defendants possessed material 

nonpublic information sent by SigmaTron to EdgarAgents (their employer) relating to the tender 

offer SigmaTron’s shares; knew or had reason to know that this information was nonpublic; 

knew or had reason to know that this information was acquired directly or indirectly from (a) the 

offering person, (b) the issuer of the securities sought or to be sought by such tender offer, or 

(c) any officer, director, partner or employee or any other person acting on behalf of such 

offering person or such issuer; and purchased or sold, or caused to be purchased or sold, 

SigmaTron’s securities.  

144. By reason of the foregoing, Defendants violated and, unless enjoined will again 

violate, Exchange Act Section 14(e) [15 U.S.C. § 78n(e)] and Rule 14e-3 thereunder [17 C.F.R. 

§ 240.14e-3]. 

 

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PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Chen and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Exchange Act Sections 10(b) and 14(e) [15 U.S.C. §§ 78j(b); 78n(e)], and Rules 10b-5(b) and 

14e-3 thereunder [17 C.F.R. §§ 240.10b-5(b); 240.14e-3];  

II. 

Permanently enjoining Zhen and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Exchange Act Sections 10(b) and 14(e) [15 U.S.C. §§ 78j(b); 78n(e)], and Rules 10b-5(b) and 

14e-3 thereunder [17 C.F.R. §§ 240.10b-5(b); 240.14e-3]; 

III. 

Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, 

with pre-judgment interest thereon, as a result of the alleged violations, pursuant to Exchange 

Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

IV. 

Ordering Defendants to pay civil monetary penalties under Exchange Act Section 21A 

[15 U.S.C. § 78u-1];  

 

 

 

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V. 

Granting any other and further relief this Court may deem just and proper.  

JURY DEMAND 

 The Commission demands a trial by jury.  

 
 
 
Dated: New York, New York 

August 18, 2025 

_____/s/ Lindsay Moilanen_______________________ 
  

Joseph Sansone 
Lindsay S. Moilanen 
David Bennett 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-1021 (Moilanen) 
[email protected] 
  

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