SEC v. Bruce Cameron Conway, No. 3:25-cv-02101, Northern District of Texas (Aug. 11, 2025) — Complaint

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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,

Plaintiff,

vs.

BRUCE CAMERON CONWAY,

  Defendant.

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Civil Action No.: 3:25-cv-2101

JURY TRIAL DEMANDED

COMPLAINT
Plaintiff United States Securities and Exchange Commission (the “SEC”), for its
Complaint against Defendant Bruce Cameron Conway (“Conway” or “Defendant”), alleges as
follows:
SUMMARY OF THE ACTION
1. Beginning on July 22, 2020, Conway committed insider trading when he
purchased shares of Cancer Genetics, Inc. (“CGIX”) common stock, which was then a publicly
traded company. Conway purchased the stock on the basis of material nonpublic information
obtained as part of his investment into a  privately-held biotechnology company (“Private Biotech
Company”) that planned to merge with CGIX. Conway’s investment adviser approached him
about a potential investment into Private Biotech Company. After agreeing to confidentiality
terms, Conway learned that Private Biotech Company would merge into an unidentified
NASDAQ-traded public company. Within a week, Conway learned from his investment adviser

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that the public company was CGIX. He then purchased CGIX shares in fifteen accounts
belonging to him, his wife, his daughter, his son, and other family-owned trust accounts. When
CGIX publicly announced the merger about one month later, its stock price increased by 215%
from the previous day’s closing price, and that same day Conway began to sell CGIX shares.
Conway’s illegal insider trading generated approximately $160,000 in trading profits across the
fifteen accounts.
2. By engaging in this conduct, Conway violated Section 10(b) of the Securities
Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5], and unless restrained and enjoined, will continue to violate the federal
securities laws.
3. The SEC seeks a final judgment: (a) permanently enjoining Defendant from
violating the federal securities laws by engaging in the transactions, acts, practices, and courses
of business alleged in this Complaint; (b) ordering Defendant to disgorge any ill-gotten gains he
received with prejudgment interest thereon pursuant to Exchange Act Sections 21(d)(3), (5), and
(7) [15 U.S.C. §§ 78u(d)(3), (5) and (7)]; (c) ordering Defendant to pay civil money penalties
pursuant to Exchange Act Section 21A [15 U.S.C. § 78u-1]; and (d) ordering any other and
further relief the Court may deem just and proper.
JURISDICTION AND VENUE
4. The SEC brings this action pursuant to authority conferred upon it by Exchange
Act Sections 21(d) and 21A [15 U.S.C. §§ 78u(d) and 78u-1].
5. This Court has jurisdiction over this action pursuant to Exchange Act Sections
21(d), 21(e), 21A, and 27(a) [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa].

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6. Venue is proper in this Northern District of Texas pursuant to Section 27 of the
Exchange Act [15 U.S.C. § 78aa]. Conway is an inhabitant of the District, and certain of the acts,
practices, courses of business, and transactions constituting the violations alleged herein
occurred within the District.
DEFENDANT
7. Bruce Cameron Conway is 74 years old and resides in Dallas County, Texas.
Conway asserted his Fifth Amendment rights against self-incrimination when asked about his
purchase of CGIX shares during the SEC’s investigation. Conway entered into a  tolling
agreement with the SEC, tolling the statute of limitations until September 30, 2025.
OTHER RELEVANT ENTITIES
8. Private Biotech Company was a privately-held biotechnology company
organized in Minnesota. Private Biotech Company merged into Cancer Genetics, Inc.
9. Cancer Genetics, Inc. (“CGIX”) was a publicly-traded biotechnology company,
incorporated in Delaware and headquartered in Rutherford, New Jersey. CGIX’s common stock
was registered with the Commission pursuant to Section 12(b) of the Exchange Act and traded
on the Nasdaq exchange under the ticker “CGIX.” CGIX announced a definitive merger
agreement with Private Biotech Company on August 24, 2020 and subsequently rebranded as
Vyant Bio, trading on the Nasdaq exchange under the ticker VYNT. In 2023, Vyant delisted
from the Nasdaq and its board of directors dissolved the company in December 2023.
10. “Investment Adviser” is a Texas-based investment adviser. Conway signed an
advisory agreement with Investment Adviser in 2017. In July 2020, Investment Adviser alerted
Conway to a potential investment into Private Biotech Company.

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FACTUAL ALLEGATIONS
A. Conway is Notified about a Private Biotech Company Investment and Merger
Opportunity.

11. Conway signed an investment advisory agreement with Investment Adviser in
2017, and Investment Adviser regularly provided investment advice and services to Conway
pursuant to the agreement.
12. On or around July 15, 2020, Conway spoke with an employee of Investment
Adviser (“Investment Adviser Employee 1”) about a potential investment into Private Biotech
Company.
13. Following Investment Adviser Employee 1’s conversation with Conway, on July
15, 2020, Investment Adviser Employee 1 forwarded information about the potential Private
Biotech Company investment to Conway. This email described the potential investment, in
particular highlighting that “[Private Biotech Company] has been negotiating to merge into a
micro-cap biotech (‘Pubco’) wherein the [Private Biotech Company] shareholders will own
79.9% of the company and control the board of directors.” The investment was structured as a
convertible note “to facilitate the merger.” Investment Adviser Employee 1 ultimately
recommended the purchase of Private Biotech Company convertible notes, and added a note to
Conway “I would love to see you invest with us.”
14. The information provided to Conway by Investment Adviser was material
nonpublic information.
15. Also on July 15, 2020, another employee of Investment Adviser (“Investment
Adviser Employee 2”) sent Conway a confidentiality agreement, noting that the merger would
result in Private Biotech Company becoming a “NASDAQ listed public company” and because
the Private Biotech Company investment “involves a public company, we are bound by a non-

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disclosure agreement.” The agreement sent to Conway required that he “not share, forward, or
otherwise act upon the non-public confidential information of the public company target that we
share with you verbally or electronically.” Materials describing the deal were also marked
“Confidential.” Conway agreed to keep information related to the deal confidential in an email,
writing “I am emailing a response to agree to keep this confidential.” Conway did not return the
signed confidentiality agreement, telling Investment Adviser Employee 2 that his printer was out
of ink.
16. Conway was aware of the sensitive nature of the material nonpublic information
relating to securities issuers and the duties and obligations attendant upon receiving such
information, which were explained in the confidentiality agreement he was sent.
17. Conway invested $100,000 into Private Biotech Company convertible notes,
closing the deal on July 22, 2020.
B. Conway Learns that Pubco is CGIX.

18. Between July 15, 2020 (when Investment Adviser Employee 1 and 2 contacted
him about the Private Biotech Company investment) and July 22, 2020 (when he closed the
investment), Conway learned from an employee of Investment Adviser that “Pubco,” as referred
to in the Private Biotech Company deal materials, was CGIX.
19. During a March 18, 2022 call with an SEC staff attorney (“SEC Attorney”),
Conway admitted that he knew the identity of Private Biotech Company’s merger target before
he bought CGIX shares.

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C. Conway Purchases CGIX Shares in Fifteen Family Accounts.
20. Beginning on July 22, 2020, the same day that Conway finalized the $100,000
purchase of Private Biotech Company convertible notes, he began to purchase CGIX shares in
three accounts in his name.
21. Conway had never heard of CGIX prior to his July 2022 conversations with
Investment Adviser employees.
22. Conway purchased CGIX for the first time after learning about the impending
CGIX- Private Biotech Company merger. Conway had never purchased CGIX previously.
23. Specifically, between July 22 and August 21, 2020, Conway purchased 16,500
shares in his Roth IRA account. Between July 30 and August 17, 2020, Conway purchased 2,000
shares in his individual brokerage account. And between August 3 and 10, 2020, Conway
purchased 500 shares in another individual brokerage account. In total, between July 22, 2020
and August 21, 2020, Conway purchased 19,000 CGIX shares in his personal trading accounts.
24. Conway also purchased CGIX in twelve other Conway family-associated
accounts beginning on July 23, 2020. Conway had trading authority in nine of the twelve
accounts. All CGIX trades in these accounts were made by Conway.
25. The same IP address logged into Conway’s, his wife’s, his daughter’s, and his
son’s trading accounts during late July 2020.
26. Conway purchased 4,950 CGIX shares in two brokerage accounts held in his
wife’s name: 3,200 shares in one account between July 27 and August 19, 2020; and 1,750
shares in another on July 27, 2020.
27. Conway purchased 4,200 CGIX shares in three brokerage accounts held in his
daughter’s name: 600 shares in one between July 27 and August 6, 2020; 3,000 shares in another

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between July 28 and August 12, 2020; and 600 shares in a third between August 11 and 12,
2020.
28. Conway purchased 6,800 CGIX shares in two brokerage accounts held in his
son’s name: 3,800 shares in one between July 23 and August 19, 2020; and 3,000 shares in a
second between July 28 and August 12, 2020.
29. Conway purchased 13,300 CGIX shares in five brokerage accounts belonging to
Conway family-associated trusts: 2,800 shares in one between July 27 and August 12, 2020;
2,800 shares in another between July 27 and August 12, 2020; 3,000 shares in a third between
July 28 and August 12, 2020; 2,500 shares in a fourth between July 31 and August 21, 2020; and
2,200 shares in a fifth between August 3 and 14, 2020.
30. In total, Conway purchased 48,250 CGIX shares in fifteen accounts between July
22, 2020 and August 21, 2020 before the announcement of the CGIX- Private Biotech Company
merger. The average CGIX purchase price across the Conway-associated accounts was
$2.99/share.
31. Investment Adviser Employee 1 admonished Conway after learning that Conway
had bought CGIX.
32. Conway purchased CGIX stock on the basis of material, nonpublic information
about the CGIX-Private Biotech Company merger. Conway knew, consciously avoided
knowing, or was severely reckless in not knowing that the information was material and
nonpublic and used that information in the purchase of CGIX stock, which was a substantial
factor in his decision to purchase those securities.
33. Conway’s purchases of CGIX stock violated the confidentiality agreement from
Investment Adviser, which he agreed to be bound. Conway breached a duty of trust and

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confidence by trading on the basis of the information and, in so doing, Conway acted with an
intent to deceive or defraud.
D. Conway Sells CGIX Shares After the Public CGIX- Private Biotech Company
Merger Announcement.
34. Before markets opened on August 24, 2020, Private Biotech Company and CGIX
publicly announced they had entered into a definitive merger agreement. That day, the stock
closed at $6.25/share (with intraday trading reaching as high as $10.39), after closing at
$2.90/share the prior day.
35. The same day as the CGIX- Private Biotech Company merger announcement,
Conway sold 4,800 shares of CGIX in four accounts: 3,000 shares in his personal brokerage
account; 700 shares in one of his wife’s accounts; 500 shares in one of his son’s accounts; and
600 shares in one of his daughter’s accounts.
36. The value of Conway’s CGIX shares increased in value by $160,936.22 from the
purchase dates of the shares until closing on August 24, 2020, the day of the merger
announcement.
CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
37. The SEC realleges and incorporates by reference paragraphs 1 through 36, as
though fully set forth herein.
38. By virtue of the foregoing, Conway, in connection with the purchase or sale of
securities, by the use of the means or instrumentalities of interstate commerce, or of the mails, or
a facility of a national securities exchange, directly or indirectly: (a) employed devices, schemes
or artifices to defraud; (b) made untrue statements of material fact or omitted to state material
facts necessary in order to make the statements made, in the light of the circumstances under

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which they were made, not misleading; and/or (c) engaged in acts, practices, or courses of
business which operated or would have operated as a fraud or deceit upon persons.
39. By virtue of the foregoing, Conway, directly or indirectly violated, and unless
enjoined, will again 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].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that this Court:
I.
Find that Conway violated the provisions of the federal securities laws as alleged herein;
II.
Permanently restrain and enjoin Conway from, directly or indirectly,
 engaging in conduct
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];
III.
Order Conway to disgorge all ill-gotten gains received during the period of the violative
conduct, plus prejudgment interest thereon, pursuant to the Court’s equitable powers and
Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3),
78u(d)(5), and 78u(d)(7)];
IV.
Order Conway to pay civil monetary penalties pursuant to Section 21A of the Exchange
Act [15 U.S.C. § 78u-1];

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V.
Retain jurisdiction of this action in accordance with the principles of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders
and decrees that may be entered, or to entertain any suitable application or motion for
additional relief within the jurisdiction of this Court; and
VI.
Grant such other and further relief as this Court may deem just, equitable, and proper.
DEMAND FOR JURY TRIAL
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands trial by
jury in this action of all issues so triable.
Dated: August 7, 2025   Respectfully submitted,

 /s/ John Dwyer
      John Dwyer
      Colorado Bar No. 45109
      Jodanna L. Haskins
      Colorado Bar No. 41285
      Pro Hac Vice Application Pending
United States Securities and Exchange Commission
      Denver Regional Office
      1961 Stout St., Suite 1700
      Denver, CO 80294
Telephone: 303-844-1024
Facsimile: 303-297-3529
      [email protected]

      Jason Rose
      Texas Bar No. 24007946
      United States Securities and Exchange Commission
      Fort Worth Regional Office
      Burnett Plaza, Suite 1900
      801 Cherry Street, Unit 18
      Fort Worth, TX 76102
      Telephone: 817- 978-1408
      Facsimile: 817-978-4927

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      [email protected]

      COUNSEL FOR PLAINTIFF
      U.S. SECURITIES AND EXCHANGE COMMISSION

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IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF TEXAS 

FORT WORTH DIVISION 
 
 

 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION,   
  

Plaintiff, 
 
 
vs. 
 
 
BRUCE CAMERON CONWAY, 
 
  Defendant. 
 

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Civil Action No.: 3:25-cv-2101 
 
 
JURY TRIAL DEMANDED 

 

COMPLAINT 

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

Complaint against Defendant Bruce Cameron Conway (“Conway” or “Defendant”), alleges as 

follows: 

SUMMARY OF THE ACTION 

1. Beginning on July 22, 2020, Conway committed insider trading when he 

purchased shares of Cancer Genetics, Inc. (“CGIX”) common stock, which was then a publicly 

traded company. Conway purchased the stock on the basis of material nonpublic information 

obtained as part of his investment into a privately-held biotechnology company (“Private Biotech 

Company”) that planned to merge with CGIX. Conway’s investment adviser approached him 

about a potential investment into Private Biotech Company. After agreeing to confidentiality 

terms, Conway learned that Private Biotech Company would merge into an unidentified 

NASDAQ-traded public company. Within a week, Conway learned from his investment adviser 

Case 3:25-cv-02101-S     Document 1     Filed 08/07/25      Page 1 of 11     PageID 1



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that the public company was CGIX. He then purchased CGIX shares in fifteen accounts 

belonging to him, his wife, his daughter, his son, and other family-owned trust accounts. When 

CGIX publicly announced the merger about one month later, its stock price increased by 215% 

from the previous day’s closing price, and that same day Conway began to sell CGIX shares. 

Conway’s illegal insider trading generated approximately $160,000 in trading profits across the 

fifteen accounts. 

2. By engaging in this conduct, Conway violated Section 10(b) of the Securities 

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

C.F.R. § 240.10b-5], and unless restrained and enjoined, will continue to violate the federal 

securities laws.  

3. The SEC seeks a final judgment: (a) permanently enjoining Defendant from 

violating the federal securities laws by engaging in the transactions, acts, practices, and courses 

of business alleged in this Complaint; (b) ordering Defendant to disgorge any ill-gotten gains he 

received with prejudgment interest thereon pursuant to Exchange Act Sections 21(d)(3), (5), and 

(7) [15 U.S.C. §§ 78u(d)(3), (5) and (7)]; (c) ordering Defendant to pay civil money penalties 

pursuant to Exchange Act Section 21A [15 U.S.C. § 78u-1]; and (d) ordering any other and 

further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

4. The SEC brings this action pursuant to authority conferred upon it by Exchange 

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

5. This Court has jurisdiction over this action pursuant to Exchange Act Sections 

21(d), 21(e), 21A, and 27(a) [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa]. 

Case 3:25-cv-02101-S     Document 1     Filed 08/07/25      Page 2 of 11     PageID 2



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6. Venue is proper in this Northern District of Texas pursuant to Section 27 of the 

Exchange Act [15 U.S.C. § 78aa]. Conway is an inhabitant of the District, and certain of the acts, 

practices, courses of business, and transactions constituting the violations alleged herein 

occurred within the District.  

DEFENDANT 

7. Bruce Cameron Conway is 74 years old and resides in Dallas County, Texas. 

Conway asserted his Fifth Amendment rights against self-incrimination when asked about his 

purchase of CGIX shares during the SEC’s investigation. Conway entered into a tolling 

agreement with the SEC, tolling the statute of limitations until September 30, 2025. 

OTHER RELEVANT ENTITIES 

8. Private Biotech Company was a privately-held biotechnology company 

organized in Minnesota. Private Biotech Company merged into Cancer Genetics, Inc.  

9. Cancer Genetics, Inc. (“CGIX”) was a publicly-traded biotechnology company, 

incorporated in Delaware and headquartered in Rutherford, New Jersey. CGIX’s common stock 

was registered with the Commission pursuant to Section 12(b) of the Exchange Act and traded 

on the Nasdaq exchange under the ticker “CGIX.” CGIX announced a definitive merger 

agreement with Private Biotech Company on August 24, 2020 and subsequently rebranded as 

Vyant Bio, trading on the Nasdaq exchange under the ticker VYNT. In 2023, Vyant delisted 

from the Nasdaq and its board of directors dissolved the company in December 2023.  

10. “Investment Adviser” is a Texas-based investment adviser. Conway signed an 

advisory agreement with Investment Adviser in 2017. In July 2020, Investment Adviser alerted 

Conway to a potential investment into Private Biotech Company. 

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FACTUAL ALLEGATIONS 

A. Conway is Notified about a Private Biotech Company Investment and Merger 
Opportunity. 
 
11. Conway signed an investment advisory agreement with Investment Adviser in 

2017, and Investment Adviser regularly provided investment advice and services to Conway 

pursuant to the agreement. 

12. On or around July 15, 2020, Conway spoke with an employee of Investment 

Adviser (“Investment Adviser Employee 1”) about a potential investment into Private Biotech 

Company.  

13. Following Investment Adviser Employee 1’s conversation with Conway, on July 

15, 2020, Investment Adviser Employee 1 forwarded information about the potential Private 

Biotech Company investment to Conway. This email described the potential investment, in 

particular highlighting that “[Private Biotech Company] has been negotiating to merge into a 

micro-cap biotech (‘Pubco’) wherein the [Private Biotech Company] shareholders will own 

79.9% of the company and control the board of directors.” The investment was structured as a 

convertible note “to facilitate the merger.” Investment Adviser Employee 1 ultimately 

recommended the purchase of Private Biotech Company convertible notes, and added a note to 

Conway “I would love to see you invest with us.” 

14. The information provided to Conway by Investment Adviser was material 

nonpublic information. 

15. Also on July 15, 2020, another employee of Investment Adviser (“Investment 

Adviser Employee 2”) sent Conway a confidentiality agreement, noting that the merger would 

result in Private Biotech Company becoming a “NASDAQ listed public company” and because 

the Private Biotech Company investment “involves a public company, we are bound by a non-

Case 3:25-cv-02101-S     Document 1     Filed 08/07/25      Page 4 of 11     PageID 4



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disclosure agreement.” The agreement sent to Conway required that he “not share, forward, or 

otherwise act upon the non-public confidential information of the public company target that we 

share with you verbally or electronically.” Materials describing the deal were also marked 

“Confidential.” Conway agreed to keep information related to the deal confidential in an email, 

writing “I am emailing a response to agree to keep this confidential.” Conway did not return the 

signed confidentiality agreement, telling Investment Adviser Employee 2 that his printer was out 

of ink. 

16. Conway was aware of the sensitive nature of the material nonpublic information 

relating to securities issuers and the duties and obligations attendant upon receiving such 

information, which were explained in the confidentiality agreement he was sent. 

17. Conway invested $100,000 into Private Biotech Company convertible notes, 

closing the deal on July 22, 2020. 

B. Conway Learns that Pubco is CGIX. 
 
18. Between July 15, 2020 (when Investment Adviser Employee 1 and 2 contacted 

him about the Private Biotech Company investment) and July 22, 2020 (when he closed the 

investment), Conway learned from an employee of Investment Adviser that “Pubco,” as referred 

to in the Private Biotech Company deal materials, was CGIX.  

19. During a March 18, 2022 call with an SEC staff attorney (“SEC Attorney”), 

Conway admitted that he knew the identity of Private Biotech Company’s merger target before 

he bought CGIX shares. 

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C. Conway Purchases CGIX Shares in Fifteen Family Accounts. 

20. Beginning on July 22, 2020, the same day that Conway finalized the $100,000 

purchase of Private Biotech Company convertible notes, he began to purchase CGIX shares in 

three accounts in his name.  

21. Conway had never heard of CGIX prior to his July 2022 conversations with 

Investment Adviser employees.  

22. Conway purchased CGIX for the first time after learning about the impending 

CGIX- Private Biotech Company merger. Conway had never purchased CGIX previously.  

23. Specifically, between July 22 and August 21, 2020, Conway purchased 16,500 

shares in his Roth IRA account. Between July 30 and August 17, 2020, Conway purchased 2,000 

shares in his individual brokerage account. And between August 3 and 10, 2020, Conway 

purchased 500 shares in another individual brokerage account. In total, between July 22, 2020 

and August 21, 2020, Conway purchased 19,000 CGIX shares in his personal trading accounts. 

24. Conway also purchased CGIX in twelve other Conway family-associated 

accounts beginning on July 23, 2020. Conway had trading authority in nine of the twelve 

accounts. All CGIX trades in these accounts were made by Conway. 

25. The same IP address logged into Conway’s, his wife’s, his daughter’s, and his 

son’s trading accounts during late July 2020. 

26. Conway purchased 4,950 CGIX shares in two brokerage accounts held in his 

wife’s name: 3,200 shares in one account between July 27 and August 19, 2020; and 1,750 

shares in another on July 27, 2020. 

27. Conway purchased 4,200 CGIX shares in three brokerage accounts held in his 

daughter’s name: 600 shares in one between July 27 and August 6, 2020; 3,000 shares in another 

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between July 28 and August 12, 2020; and 600 shares in a third between August 11 and 12, 

2020. 

28. Conway purchased 6,800 CGIX shares in two brokerage accounts held in his 

son’s name: 3,800 shares in one between July 23 and August 19, 2020; and 3,000 shares in a 

second between July 28 and August 12, 2020. 

29. Conway purchased 13,300 CGIX shares in five brokerage accounts belonging to 

Conway family-associated trusts: 2,800 shares in one between July 27 and August 12, 2020; 

2,800 shares in another between July 27 and August 12, 2020; 3,000 shares in a third between 

July 28 and August 12, 2020; 2,500 shares in a fourth between July 31 and August 21, 2020; and 

2,200 shares in a fifth between August 3 and 14, 2020. 

30. In total, Conway purchased 48,250 CGIX shares in fifteen accounts between July 

22, 2020 and August 21, 2020 before the announcement of the CGIX- Private Biotech Company 

merger. The average CGIX purchase price across the Conway-associated accounts was 

$2.99/share.  

31. Investment Adviser Employee 1 admonished Conway after learning that Conway 

had bought CGIX. 

32. Conway purchased CGIX stock on the basis of material, nonpublic information 

about the CGIX-Private Biotech Company merger. Conway knew, consciously avoided 

knowing, or was severely reckless in not knowing that the information was material and 

nonpublic and used that information in the purchase of CGIX stock, which was a substantial 

factor in his decision to purchase those securities.  

33. Conway’s purchases of CGIX stock violated the confidentiality agreement from 

Investment Adviser, which he agreed to be bound. Conway breached a duty of trust and 

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confidence by trading on the basis of the information and, in so doing, Conway acted with an 

intent to deceive or defraud. 

D. Conway Sells CGIX Shares After the Public CGIX- Private Biotech Company 
Merger Announcement. 

34. Before markets opened on August 24, 2020, Private Biotech Company and CGIX 

publicly announced they had entered into a definitive merger agreement. That day, the stock 

closed at $6.25/share (with intraday trading reaching as high as $10.39), after closing at 

$2.90/share the prior day. 

35. The same day as the CGIX- Private Biotech Company merger announcement, 

Conway sold 4,800 shares of CGIX in four accounts: 3,000 shares in his personal brokerage 

account; 700 shares in one of his wife’s accounts; 500 shares in one of his son’s accounts; and 

600 shares in one of his daughter’s accounts. 

36. The value of Conway’s CGIX shares increased in value by $160,936.22 from the 

purchase dates of the shares until closing on August 24, 2020, the day of the merger 

announcement.  

CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

37. The SEC realleges and incorporates by reference paragraphs 1 through 36, as 

though fully set forth herein. 

38. By virtue of the foregoing, Conway, in connection with the purchase or sale of 

securities, by the use of the means or instrumentalities of interstate commerce, or of the mails, or 

a facility of a national securities exchange, directly or indirectly: (a) employed devices, schemes 

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

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

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

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

39. By virtue of the foregoing, Conway, directly or indirectly violated, and unless 

enjoined, will again 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]. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that this Court: 

I. 

Find that Conway violated the provisions of the federal securities laws as alleged herein; 

II. 

Permanently restrain and enjoin Conway from, directly or indirectly, engaging in conduct 

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]; 

III. 

Order Conway to disgorge all ill-gotten gains received during the period of the violative 

conduct, plus prejudgment interest thereon, pursuant to the Court’s equitable powers and 

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

78u(d)(5), and 78u(d)(7)]; 

IV. 

Order Conway to pay civil monetary penalties pursuant to Section 21A of the Exchange 

Act [15 U.S.C. § 78u-1];  

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V. 

Retain jurisdiction of this action in accordance with the principles of equity and the 

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders 

and decrees that may be entered, or to entertain any suitable application or motion for 

additional relief within the jurisdiction of this Court; and 

VI. 

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

DEMAND FOR JURY TRIAL 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands trial by 

jury in this action of all issues so triable. 

Dated: August 7, 2025   Respectfully submitted,  
       
       

 /s/ John Dwyer     
      John Dwyer 
      Colorado Bar No. 45109 
      Jodanna L. Haskins 
      Colorado Bar No. 41285 
      Pro Hac Vice Application Pending 

United States Securities and Exchange Commission 
      Denver Regional Office 
      1961 Stout St., Suite 1700 
      Denver, CO 80294 

Telephone: 303-844-1024  
Facsimile: 303-297-3529 

      [email protected] 
 
      Jason Rose 
      Texas Bar No. 24007946 
      United States Securities and Exchange Commission 
      Fort Worth Regional Office 
      Burnett Plaza, Suite 1900 
      801 Cherry Street, Unit 18 
      Fort Worth, TX 76102 
      Telephone: 817- 978-1408 
      Facsimile: 817-978-4927 

Case 3:25-cv-02101-S     Document 1     Filed 08/07/25      Page 10 of 11     PageID 10



11 
 

      [email protected] 
 
  
      COUNSEL FOR PLAINTIFF  
      U.S. SECURITIES AND EXCHANGE COMMISSION 

Case 3:25-cv-02101-S     Document 1     Filed 08/07/25      Page 11 of 11     PageID 11