SEC v. Roderick Vanderbilt, No. 1:25-cv-04994, Southern District of New York (June 13, 2025) — Complaint

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Thomas P. Smith, Jr.
Alison T. Conn
Travis Hill
Elizabeth Butler
Tiantong Wen
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-9135 (Hill)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

Roderick Vanderbilt,

                                             Defendant.

COMPLAINT

25 Civ. 4994

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Roderick Vanderbilt (“Vanderbilt” or “Defendant”), alleges as follows:
SUMMARY
1. From at least October 2021 to 2023 (the “Relevant Period”), Vanderbilt
participated in a scheme with his long-time business associate and former romantic partner,
Theodore J. Farnsworth (“Farnsworth”), to defraud the investing public.  As the nominal
Chairman and Executive Chairman of the Board of Directors of Vinco Ventures, Inc.
(“Vinco”)—a public company secretly controlled by Farnsworth—Vanderbilt made material

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misrepresentations in filings with the Commission and diverted Vinco’s corporate assets for his
and Farnsworth’s personal benefit.
2. During the Relevant Period, Vanderbilt signed numerous public filings on behalf
of Vinco, including a Form 10-K, Forms 10-Q, preliminary and definitive proxy statements, and
proxy soliciting materials, that contained materially false and misleading statements relating to
Vinco’s management and its business operations.
3. Vanderbilt also diverted millions of dollars of Vinco money to Farnsworth, who
used the money to pay for personal expenses, including travel, luxury vehicles, and home
renovations, and to financially support Vanderbilt.
4. Through his participation in the fraudulent scheme, Vanderbilt received financial
benefits totaling at least hundreds of thousands of dollars.
5. Meanwhile, Vinco’s stock price plummeted from a peak of $6.38 during the
Relevant Period to just fractions of a penny, leaving Vinco investors with substantial financial
losses.
VIOLATIONS
6. By virtue of the foregoing conduct and as alleged further herein, Vanderbilt has
violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15
U.S.C. §§ 77q(a)(1) and 77q(a)(3)], Sections 10(b) and 14(a) of the Securities Exchange Act of
1934 (“Exchange Act”) [15 U.S.C. §§ 78j(b) and 78n(a)],   and Rules 10b-5 and 14a-9 thereunder
[17 C.F.R. §§ 240.10b-5   and 240.14a-9].
7. Unless Defendant is restrained and enjoined, he 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.

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
8. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act
Section 21(d) [15 U.S.C. § 78u(d)].
9. The Commission seeks a final judgment: (a) permanently enjoining Defendant
from violating the federal securities laws and rules this Complaint alleges he has violated;
(b) ordering Defendant to disgorge all ill-gotten gains he 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
Defendant to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C.
§ 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], (d) permanently
prohibiting Defendant from serving as an officer or director of any company that has a class of
securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file
reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act
Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];
and (e) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
10. This Court has jurisdiction over this action pursuant to Securities Act Section
22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
11. Defendant, directly and indirectly, has 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.

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12. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)]
and Exchange Act Section 27 [15 U.S.C. § 78aa].   D efendant transacted business in the Southern
District of New York and certain of the acts, practices, transactions, and courses of business
alleged in this Complaint occurred within this District.  For example, Vinco’s securities were
traded by, and offered and sold to, individuals and entities who resided in or were located in
Manhattan.
DEFENDANT
13. Vanderbilt, age 59, is a resident of Miami, Florida.  Since approximately October
2021, Vanderbilt has held the title of C hairman of the Vinco Board.  In approximately December
2022, Vanderbilt also assumed the title of Executive Chairman of Vinco.  Vanderbilt was also
nominally a co-founder of a Farnsworth-controlled company, Zash Global Media &
Entertainment Corporation (“Zash”).  Vanderbilt had a decades-long personal and professional
relationship with Farnsworth, throughout which he relied on Farnsworth for financial support.
OTHER RELEVANT INDIVIDUALS AND ENTITIES
14. Vinco is a Nevada corporation formed in 2017, which is currently in default status
with the Nevada Secretary of State.  From at least January 2021 through April 2023, Vinco had
offices in East Syracuse, New York.  Vinco’s common stock is registered with the Commission
pursuant to Section 12(b) of the Exchange Act.  Until October 2023, Vinco’s stock traded on the
NASDAQ.  Since then, it has been quoted on OTC Link, operated by OTC Markets Group Inc.,
under the ticker symbol “BBIG.”
15. Zash is a Delaware corporation headquartered in East Syracuse, New York,
which is currently in inactive status with the Delaware Division of Corporations.  Zash was
founded in or around December 2020 by Farnsworth and, nominally, Vanderbilt.  Zash held

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itself out as “an evolved network of synergetic companies working together to disrupt the media
and entertainment industry as we know it today.”
16. Farnsworth, age 62, was the co-founder, chairman, and controlling stockholder
of Zash and a member of the board of managers of ZVV Media Partners LLC (“ZVV”), a joint
venture between Vinco and Zash.  During at least the Relevant Period, Farnsworth controlled
Vinco, even though he did not have a formal title for most of that period.  In December 2022, he
became Vinco’s Chief Strategy Officer.
17. Farnsworth is a defendant in SEC v. Farnsworth, 24 Civ. 9911 (JAV) (S.D.N.Y.
filed Dec. 23, 2024), in which the Commission alleged, among other things, that Farnsworth
defrauded the investing public through material misrepresentations concerning Vinco.
Farnsworth is also a defendant in SEC v. Farnsworth, et al., 22 Civ. 8226 (KPF) (S.D.N.Y. filed
Sept. 26, 2022, amended Oct. 6, 2023), in which the Commission alleged, among other things,
that Farnsworth disseminated materially false or misleading statements to the public while
serving as the chairman and CEO of Helios and Matheson Analytics Inc. (“HMNY”), the parent
company to MoviePass, Inc., (“MoviePass”), a movie subscription service.  On January 7, 2025,
Farnsworth pled guilty in a criminal case captioned United States v. Farnsworth, 22 Cr. 20521-
DSL (S.D. Fla.), to securities fraud in connection with his conduct relating to MoviePass/HMNY
and to conspiracy to commit securities fraud in connection with his conduct relating to Vinco.
FACTS
I. BACKGROUND: VANDERBILT, FARNSWORTH, AND VINCO
18. Farnsworth and Vanderbilt had a decades-long personal and professional
relationship.
19. For more than thirty years, Farnsworth was Vanderbilt’s primary source of
financial support.

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20. In or around December 2020, Farnsworth (with Vanderbilt as a nominal co-
founder) formed Zash to serve as a holding company for media assets Farnsworth planned to
acquire in an attempt to create a “disruptive” media and entertainment business.
21. Farnsworth intended to merge Vinco, a public company, into Zash, with Zash as
the surviving entity.
22. Farnsworth did not take a public-facing role at Vinco because he knew, by at least
December 2020, that the Department of Justice and the Commission were conducting
investigations concerning his conduct in connection with another public company.
23. Nevertheless, during at least the Relevant Period, Farnsworth secretly controlled
Vinco.
24. For example, Farnsworth installed individuals with whom he had close personal
and/or professional relationships, including Vanderbilt, as executives and directors of Vinco.
25. In October 2021, Vanderbilt, who was hand-selected by Farnsworth, joined the
Vinco Board.
26. In spite of the fact that Farnsworth was controlling Vinco, Vanderbilt was named
Executive Chairman of the Vinco Board in December 2022.
27. Around the same time, Farnsworth assumed the title of Vinco’s Chief Strategy
Officer.
28. Although Vanderbilt participated in Vinco Board meetings and was involved to
some extent in Vinco’s day-to-day operations, Farnsworth in fact controlled Vinco.
29. Throughout the Relevant Period, Farnsworth directed Vinco’s strategic vision,
made major corporate decisions, decided how Vinco should spend its money, and oversaw
Vinco’s public relations and marketing efforts.

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II. VANDERBILT CONCEALED FARNSWORTH’S CONTROL OVER VINCO

30. From April 2022 to April 2023, Vanderbilt signed numerous filings with the
Commission as an officer and/or director of Vinco, including a Form 10-K filed with the
Commission on April 15, 2022; Forms 10-Q filed with the Commission on February 21, 2023
and April 10, 2023; preliminary and definitive proxy statements filed with the Commission on
March 9, 2023 and March 31, 2023; and proxy soliciting materials filed with the Commission on
April 17, and April 25, 2023 (collectively, the “Subject Filings”).
31. The Subject Filings identified putative officers and directors at Vinco, but failed
to disclose Farnsworth’s    involvement in Vinco’s management, even though he directed the
officers and directors identified in the filings and exercised ultimate control over Vinco.
32. None of the Subject Filings disclosed Farnsworth’s control over Vinco or even his
formal position, beginning in December 2022, as Chief Strategy Officer.
33. The Subject Filings’ representations about Vinco’s leadership were false or
misleading because Farnsworth—not the putative officers and directors identified—was
controlling Vinco’s operations.
34. Furthermore, the representations in the Subject Filings concerning Vinco’s senior
leadership would have been important to a reasonable investor because, as Vanderbilt understood
from Farnsworth, once Farnsworth had been publicly charged by the Commission and criminal
authorities, disclosing that he controlled Vinco would make the company less attractive to
investors.
35. Vanderbilt knew, or was reckless in not knowing that the representations in the
Subject Filings were false or misleading by virtue of his awareness that Farnsworth directed
major decision-making by Vinco’s nominal officers and directors, including himself.

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III. VINCO’S INABILITY TO FUND ITS BUSINESS OPERATIONS
36. When Vinco and Zash announced their agreement to merge in January 2021, they
claimed that they would “creat[e] exciting acceleration and growth in live-streaming content,
video-sharing, distribution and production within [the combined Vinco/Zash] ecosystem.”
37. Two key facets of the supposed Vinco/Zash ecosystem were Lomotif Private
Limited (“Lomotif”), which held itself out as a video-sharing social networking platform, and
AdRizer LLC (“AdRizer”), a social media advertising company.  Vinco purportedly planned to
generate advertising revenue by integrating AdRizer’s social media advertising platform with
Lomotif.
38. As Vanderbilt was aware by virtue of the information he received through his
position on the Vinco Board, Lomotif depended on cash infusions from Vinco for its operations.
39. Based on emails he received, Vanderbilt also knew by no later than February
2023, that Vinco no longer had the means to fund Lomotif and Lomotif was preparing to shut
down its operations.
40. Vanderbilt also knew that by early April 2023, all of Lomotif’s employees had
been furloughed, except for three engineers whose sole focus was on keeping the app feed and
view operational so that the public would not realize that normal business operations had ceased.
41. By no later than February 2023, AdRizer was also experiencing significant
financial challenges, partly because, as Vanderbilt was aware, Vinco failed to provide promised
working capital for AdRizer’s operations.
42. By no later than February 2023, AdRizer personnel, including its CEO, expressed
concerns in emails to Vanderbilt about Vinco’s financial condition and ability to fund AdRizer.

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43. In   early April 2023, AdRizer’s CEO advised Vanderbilt that he intended to resign
because, among other things, Vinco did not have enough money to operate its businesses,
including AdRizer.
IV. VANDERBILT MADE MATERIALLY FALSE OR MISLEADING
STATEMENTS CONCERNING VINCO’S BUSINESS OPERATIONS
44. Notwithstanding the facts set forth in paragraphs 36 through 43 above, in April
2023, Vanderbilt, with Farnsworth’s approval, made a series of statements materially
misrepresenting the operational status of Lomotif and AdRizer and their potential to generate
revenue for Vinco.
45. On April 10, 2023, Vinco filed its Form 10-Q for the third quarter of 2022, signed
by Vanderbilt.  The filing referred to Vinco’s “strategy” to “expand[ ] Lomotif’s reach,” stated
that Vinco was “developing means to monetize the content creation and streaming capabilities of
the Lomotif platform,” and stated that “AdRizer is anticipated to generate advertising revenue
through ad placements in the Lomotif app and on Lomotif websites based on traffic, views, and
impressions.”
46. The statements in Vinco’s form 10-Q filed on April 10, 2023 were false or
misleading because, as Vanderbilt knew or recklessly disregarded, both Lomotif and AdRizer
had ceased normal business operations by no later than early April 2023 due to insufficient
funding, as described in paragraphs 36 through 43 above.
47. On April 17, 2023, Vanderbilt issued a letter to shareholders urging them to vote
for the company’s proposals at the upcoming annual shareholders meeting on April 27, 2023.
The text of the letter was included in proxy soliciting material filed with the Commission on
April 17, 2023, which Vanderbilt also signed.

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48. The April 17, 2023 letter described Lomotif and AdRizer as operational,
synergetic businesses.  Specifically, in describing Vinco’s anticipated acquisition of a media
company, the letter outlined the planned “integration” of the media company’s content “into the
Vinco ecosystem,” including with Lomotif and AdRizer.
49. On April 25, 2023, the Vinco Board issued a letter to shareholders, also in
advance of the shareholders meeting.  The text of the letter was included in proxy soliciting
material filed with the Commission on April 25, 2023, which Vanderbilt signed.
50. The April 25, 2023 letter again described Lomotif and AdRizer as if they were
operational businesses.  In particular, the letter highlighted that Lomotif and AdRizer would be
one of the “key pillars of value creation” in the anticipated acquisition of the media company,
stating that “Vinco intends to integrate and promote the Company’s social media platform,
Lomotif ... across the online and print publishing group’s pages, as well as harmoniously
publishing original content with the ... AdRizer network[ ].”
51. The descriptions of Lomotif and AdRizer in the April 17 and April 25, 2023
letters w ere false or misleading because, as Vanderbilt knew or recklessly disregarded, both
Lomotif and AdRizer had ceased normal business operations by no later than early April 2023
due to insufficient funding, as discussed in paragraphs 36 through 43 above.
V. VANDERBILT DIVERTED VINCO’S ASSETS FOR HIS OWN AND
FARNSWORTH’S BENEFIT.
52. From January to July 2021, Vinco raised more than $120 million through the
issuance of convertible notes and warrants.  On multiple occasions in 2022 and 2023, Vinco and
the investor in these offerings entered agreements to amend the terms of the notes and warrants.
53. In February 2023, Vinco offered and sold additional securities to institutional
investors, including the issuance of $11.5 million in convertible notes.

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54. After joining the Vinco Board in October 2021, Vanderbilt followed Farnsworth’s
instructions to divert millions of dollars raised in the 2021 offerings to Farnsworth, in
contravention of the representations made to investors in the securities purchase agreements that
the funds would be used for corporate purposes.
55. Farnsworth, in turn, used money he received from Vinco to pay for personal
expenses including, among other things, travel, luxury vehicles, and home renovations, as well as
to financially support Vanderbilt.
56. From October 2021 to March 2022, Farnsworth gave Vanderbilt approximately
$170,000 in cash to pay for Vanderbilt’s personal expenses.
57. During at least the Relevant Period, Farnsworth also permitted Vanderbilt to
regularly use luxury vehicles that had been purchased with diverted Vinco funds.
58. During the Relevant Period, Vanderbilt had credit cards in his name that both he
and Farnsworth used to charge personal expenses.  Farnsworth and Zash paid Vanderbilt’s credit
card bills, in an amount totaling approximately $1.5 million, at least partially using money
diverted from Vinco.
59. The benefits set forth in paragraphs 55 to 58 above were in addition to
Vanderbilt’s salary from Vinco, which totaled approximately $160,000 in 2022 and $190,000 in
the first half of 2023, as well as fees of approximately $118,000 that he received during the
Relevant Period for serving on the Vinco Board.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)(1) and 17(a)(3)

60. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 59.

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61. Defendant, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (i) knowingly or recklessly have employed one or more
devices, schemes or artifices to defraud, and/or (ii) knowingly, recklessly, or negligently have
engaged in one or more transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser.
62. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and
17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

63. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 59.
64. Defendant, 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 has (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
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.
65. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert,
has 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].

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THIRD CLAIM FOR RELIEF
Violations of Exchange Act Section 14(a) and Rule 14a-9 Thereunder

66. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 29, 36 through 43, and 47 through 51.
67. By engaging in the conduct described above, Defendant, by use of the mails, or
the means of instrumentalities of interstate commerce or any facility of a national securities
exchange, solicited proxies by means of a proxy statement, form of proxy, notice of meeting or
other communication, written or oral, containing statements which, at the time and in light of the
circumstances under which they are made, were false or misleading with respect to a material
fact, or omitted to state material facts necessary to make the statement therein not false or
misleading or necessary to correct any statement in any earlier communication with respect to
the solicitation of a proxy for the same meeting or subject matter which has become false or
misleading.
68. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Exchange Act Section 14(a) [15 U.S.C.
§ 78n(a)] and Rule 14a-9 thereunder [17 C.F.R. § 240.14a-9].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Vanderbilt and his agents, servants, employees and attorneys and
all persons in active concert or participation with any of them from violating, directly or
indirectly, Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)],
Exchange Act Sections 10(b) and 14(a) [15 U.S.C. §§ 78j(b) and 78n(a)], and Rules 10b-5 and

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14a-9 thereunder [17 C.F.R. §§ 240.10b-5 and 240.14a-9].
II.
Ordering Vanderbilt to disgorge all ill-gotten gains he 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)];
III.
Ordering Vanderbilt to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
IV.
Permanently prohibiting Vanderbilt from serving as an officer or director of any company
that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that
is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)];
V.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
 The Commission demands a trial by jury.

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Dated:  New York, New York
June 13, 2025

____________________________________
Travis Hill
Thomas P. Smith, Jr.
Alison T. Conn
Elizabeth Butler
Tiantong Wen
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-9135 (Hill)
[email protected]

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Thomas P. Smith, Jr. 
Alison T. Conn 
Travis Hill 
Elizabeth Butler 
Tiantong Wen 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-9135 (Hill) 
[email protected]  
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
Roderick Vanderbilt,  
  
                                             Defendant. 
 

 
 
COMPLAINT 

   
25 Civ. 4994 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendant Roderick Vanderbilt (“Vanderbilt” or “Defendant”), alleges as follows: 

SUMMARY 

1. From at least October 2021 to 2023 (the “Relevant Period”), Vanderbilt 

participated in a scheme with his long-time business associate and former romantic partner, 

Theodore J. Farnsworth (“Farnsworth”), to defraud the investing public.  As the nominal 

Chairman and Executive Chairman of the Board of Directors of Vinco Ventures, Inc. 

(“Vinco”)—a public company secretly controlled by Farnsworth—Vanderbilt made material 

Case 1:25-cv-04994     Document 1     Filed 06/13/25     Page 1 of 15



 
 

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misrepresentations in filings with the Commission and diverted Vinco’s corporate assets for his 

and Farnsworth’s personal benefit. 

2. During the Relevant Period, Vanderbilt signed numerous public filings on behalf 

of Vinco, including a Form 10-K, Forms 10-Q, preliminary and definitive proxy statements, and 

proxy soliciting materials, that contained materially false and misleading statements relating to 

Vinco’s management and its business operations. 

3. Vanderbilt also diverted millions of dollars of Vinco money to Farnsworth, who 

used the money to pay for personal expenses, including travel, luxury vehicles, and home 

renovations, and to financially support Vanderbilt. 

4. Through his participation in the fraudulent scheme, Vanderbilt received financial 

benefits totaling at least hundreds of thousands of dollars. 

5. Meanwhile, Vinco’s stock price plummeted from a peak of $6.38 during the 

Relevant Period to just fractions of a penny, leaving Vinco investors with substantial financial 

losses. 

VIOLATIONS 

6. By virtue of the foregoing conduct and as alleged further herein, Vanderbilt has 

violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 

U.S.C. §§ 77q(a)(1) and 77q(a)(3)], Sections 10(b) and 14(a) of the Securities Exchange Act of 

1934 (“Exchange Act”) [15 U.S.C. §§ 78j(b) and 78n(a)], and Rules 10b-5 and 14a-9 thereunder 

[17 C.F.R. §§ 240.10b-5 and 240.14a-9]. 

7. Unless Defendant is restrained and enjoined, he 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.   

Case 1:25-cv-04994     Document 1     Filed 06/13/25     Page 2 of 15



 
 

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

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

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act 

Section 21(d) [15 U.S.C. § 78u(d)].  

9. The Commission seeks a final judgment: (a) permanently enjoining Defendant 

from violating the federal securities laws and rules this Complaint alleges he has violated; 

(b) ordering Defendant to disgorge all ill-gotten gains he 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 

Defendant to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. 

§ 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], (d) permanently 

prohibiting Defendant from serving as an officer or director of any company that has a class of 

securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file 

reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act 

Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; 

and (e) ordering any other and further relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

10. This Court has jurisdiction over this action pursuant to Securities Act Section 

22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  

11. Defendant, directly and indirectly, has 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. 

Case 1:25-cv-04994     Document 1     Filed 06/13/25     Page 3 of 15



 
 

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12. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] 

and Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendant transacted business in the Southern 

District of New York and certain of the acts, practices, transactions, and courses of business 

alleged in this Complaint occurred within this District.  For example, Vinco’s securities were 

traded by, and offered and sold to, individuals and entities who resided in or were located in 

Manhattan. 

DEFENDANT 

13. Vanderbilt, age 59, is a resident of Miami, Florida.  Since approximately October 

2021, Vanderbilt has held the title of Chairman of the Vinco Board.  In approximately December 

2022, Vanderbilt also assumed the title of Executive Chairman of Vinco.  Vanderbilt was also 

nominally a co-founder of a Farnsworth-controlled company, Zash Global Media & 

Entertainment Corporation (“Zash”).  Vanderbilt had a decades-long personal and professional 

relationship with Farnsworth, throughout which he relied on Farnsworth for financial support.   

OTHER RELEVANT INDIVIDUALS AND ENTITIES 

14. Vinco is a Nevada corporation formed in 2017, which is currently in default status 

with the Nevada Secretary of State.  From at least January 2021 through April 2023, Vinco had 

offices in East Syracuse, New York.  Vinco’s common stock is registered with the Commission 

pursuant to Section 12(b) of the Exchange Act.  Until October 2023, Vinco’s stock traded on the 

NASDAQ.  Since then, it has been quoted on OTC Link, operated by OTC Markets Group Inc., 

under the ticker symbol “BBIG.”  

15. Zash is a Delaware corporation headquartered in East Syracuse, New York, 

which is currently in inactive status with the Delaware Division of Corporations.  Zash was 

founded in or around December 2020 by Farnsworth and, nominally, Vanderbilt.  Zash held 

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itself out as “an evolved network of synergetic companies working together to disrupt the media 

and entertainment industry as we know it today.” 

16. Farnsworth, age 62, was the co-founder, chairman, and controlling stockholder 

of Zash and a member of the board of managers of ZVV Media Partners LLC (“ZVV”), a joint 

venture between Vinco and Zash.  During at least the Relevant Period, Farnsworth controlled 

Vinco, even though he did not have a formal title for most of that period.  In December 2022, he 

became Vinco’s Chief Strategy Officer. 

17. Farnsworth is a defendant in SEC v. Farnsworth, 24 Civ. 9911 (JAV) (S.D.N.Y. 

filed Dec. 23, 2024), in which the Commission alleged, among other things, that Farnsworth 

defrauded the investing public through material misrepresentations concerning Vinco.  

Farnsworth is also a defendant in SEC v. Farnsworth, et al., 22 Civ. 8226 (KPF) (S.D.N.Y. filed 

Sept. 26, 2022, amended Oct. 6, 2023), in which the Commission alleged, among other things, 

that Farnsworth disseminated materially false or misleading statements to the public while 

serving as the chairman and CEO of Helios and Matheson Analytics Inc. (“HMNY”), the parent 

company to MoviePass, Inc., (“MoviePass”), a movie subscription service.  On January 7, 2025, 

Farnsworth pled guilty in a criminal case captioned United States v. Farnsworth, 22 Cr. 20521-

DSL (S.D. Fla.), to securities fraud in connection with his conduct relating to MoviePass/HMNY 

and to conspiracy to commit securities fraud in connection with his conduct relating to Vinco.  

FACTS 

I. BACKGROUND: VANDERBILT, FARNSWORTH, AND VINCO  

18. Farnsworth and Vanderbilt had a decades-long personal and professional 

relationship. 

19. For more than thirty years, Farnsworth was Vanderbilt’s primary source of 

financial support.   

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20. In or around December 2020, Farnsworth (with Vanderbilt as a nominal co-

founder) formed Zash to serve as a holding company for media assets Farnsworth planned to 

acquire in an attempt to create a “disruptive” media and entertainment business. 

21. Farnsworth intended to merge Vinco, a public company, into Zash, with Zash as 

the surviving entity.   

22. Farnsworth did not take a public-facing role at Vinco because he knew, by at least 

December 2020, that the Department of Justice and the Commission were conducting 

investigations concerning his conduct in connection with another public company.  

23. Nevertheless, during at least the Relevant Period, Farnsworth secretly controlled 

Vinco. 

24. For example, Farnsworth installed individuals with whom he had close personal 

and/or professional relationships, including Vanderbilt, as executives and directors of Vinco.  

25. In October 2021, Vanderbilt, who was hand-selected by Farnsworth, joined the 

Vinco Board. 

26. In spite of the fact that Farnsworth was controlling Vinco, Vanderbilt was named 

Executive Chairman of the Vinco Board in December 2022. 

27. Around the same time, Farnsworth assumed the title of Vinco’s Chief Strategy 

Officer. 

28. Although Vanderbilt participated in Vinco Board meetings and was involved to 

some extent in Vinco’s day-to-day operations, Farnsworth in fact controlled Vinco.   

29. Throughout the Relevant Period, Farnsworth directed Vinco’s strategic vision, 

made major corporate decisions, decided how Vinco should spend its money, and oversaw 

Vinco’s public relations and marketing efforts. 

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II. VANDERBILT CONCEALED FARNSWORTH’S CONTROL OVER VINCO 
 

30. From April 2022 to April 2023, Vanderbilt signed numerous filings with the 

Commission as an officer and/or director of Vinco, including a Form 10-K filed with the 

Commission on April 15, 2022; Forms 10-Q filed with the Commission on February 21, 2023 

and April 10, 2023; preliminary and definitive proxy statements filed with the Commission on 

March 9, 2023 and March 31, 2023; and proxy soliciting materials filed with the Commission on 

April 17, and April 25, 2023 (collectively, the “Subject Filings”). 

31. The Subject Filings identified putative officers and directors at Vinco, but failed 

to disclose Farnsworth’s involvement in Vinco’s management, even though he directed the 

officers and directors identified in the filings and exercised ultimate control over Vinco.   

32. None of the Subject Filings disclosed Farnsworth’s control over Vinco or even his 

formal position, beginning in December 2022, as Chief Strategy Officer.   

33. The Subject Filings’ representations about Vinco’s leadership were false or 

misleading because Farnsworth—not the putative officers and directors identified—was 

controlling Vinco’s operations.   

34. Furthermore, the representations in the Subject Filings concerning Vinco’s senior 

leadership would have been important to a reasonable investor because, as Vanderbilt understood 

from Farnsworth, once Farnsworth had been publicly charged by the Commission and criminal 

authorities, disclosing that he controlled Vinco would make the company less attractive to 

investors. 

35. Vanderbilt knew, or was reckless in not knowing that the representations in the 

Subject Filings were false or misleading by virtue of his awareness that Farnsworth directed 

major decision-making by Vinco’s nominal officers and directors, including himself.  

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III. VINCO’S INABILITY TO FUND ITS BUSINESS OPERATIONS 

36. When Vinco and Zash announced their agreement to merge in January 2021, they 

claimed that they would “creat[e] exciting acceleration and growth in live-streaming content, 

video-sharing, distribution and production within [the combined Vinco/Zash] ecosystem.”   

37. Two key facets of the supposed Vinco/Zash ecosystem were Lomotif Private 

Limited (“Lomotif”), which held itself out as a video-sharing social networking platform, and 

AdRizer LLC (“AdRizer”), a social media advertising company.  Vinco purportedly planned to 

generate advertising revenue by integrating AdRizer’s social media advertising platform with 

Lomotif. 

38. As Vanderbilt was aware by virtue of the information he received through his 

position on the Vinco Board, Lomotif depended on cash infusions from Vinco for its operations.  

39. Based on emails he received, Vanderbilt also knew by no later than February 

2023, that Vinco no longer had the means to fund Lomotif and Lomotif was preparing to shut 

down its operations.   

40. Vanderbilt also knew that by early April 2023, all of Lomotif’s employees had 

been furloughed, except for three engineers whose sole focus was on keeping the app feed and 

view operational so that the public would not realize that normal business operations had ceased. 

41. By no later than February 2023, AdRizer was also experiencing significant 

financial challenges, partly because, as Vanderbilt was aware, Vinco failed to provide promised 

working capital for AdRizer’s operations. 

42. By no later than February 2023, AdRizer personnel, including its CEO, expressed 

concerns in emails to Vanderbilt about Vinco’s financial condition and ability to fund AdRizer.   

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43. In early April 2023, AdRizer’s CEO advised Vanderbilt that he intended to resign 

because, among other things, Vinco did not have enough money to operate its businesses, 

including AdRizer.   

IV. VANDERBILT MADE MATERIALLY FALSE OR MISLEADING 
STATEMENTS CONCERNING VINCO’S BUSINESS OPERATIONS 

44. Notwithstanding the facts set forth in paragraphs 36 through 43 above, in April 

2023, Vanderbilt, with Farnsworth’s approval, made a series of statements materially 

misrepresenting the operational status of Lomotif and AdRizer and their potential to generate 

revenue for Vinco.   

45. On April 10, 2023, Vinco filed its Form 10-Q for the third quarter of 2022, signed 

by Vanderbilt.  The filing referred to Vinco’s “strategy” to “expand[ ] Lomotif’s reach,” stated 

that Vinco was “developing means to monetize the content creation and streaming capabilities of 

the Lomotif platform,” and stated that “AdRizer is anticipated to generate advertising revenue 

through ad placements in the Lomotif app and on Lomotif websites based on traffic, views, and 

impressions.”   

46. The statements in Vinco’s form 10-Q filed on April 10, 2023 were false or 

misleading because, as Vanderbilt knew or recklessly disregarded, both Lomotif and AdRizer 

had ceased normal business operations by no later than early April 2023 due to insufficient 

funding, as described in paragraphs 36 through 43 above. 

47. On April 17, 2023, Vanderbilt issued a letter to shareholders urging them to vote 

for the company’s proposals at the upcoming annual shareholders meeting on April 27, 2023.  

The text of the letter was included in proxy soliciting material filed with the Commission on 

April 17, 2023, which Vanderbilt also signed.   

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48. The April 17, 2023 letter described Lomotif and AdRizer as operational, 

synergetic businesses.  Specifically, in describing Vinco’s anticipated acquisition of a media 

company, the letter outlined the planned “integration” of the media company’s content “into the 

Vinco ecosystem,” including with Lomotif and AdRizer.   

49. On April 25, 2023, the Vinco Board issued a letter to shareholders, also in 

advance of the shareholders meeting.  The text of the letter was included in proxy soliciting 

material filed with the Commission on April 25, 2023, which Vanderbilt signed.   

50. The April 25, 2023 letter again described Lomotif and AdRizer as if they were 

operational businesses.  In particular, the letter highlighted that Lomotif and AdRizer would be 

one of the “key pillars of value creation” in the anticipated acquisition of the media company, 

stating that “Vinco intends to integrate and promote the Company’s social media platform, 

Lomotif … across the online and print publishing group’s pages, as well as harmoniously 

publishing original content with the … AdRizer network[ ].” 

51. The descriptions of Lomotif and AdRizer in the April 17 and April 25, 2023 

letters were false or misleading because, as Vanderbilt knew or recklessly disregarded, both 

Lomotif and AdRizer had ceased normal business operations by no later than early April 2023 

due to insufficient funding, as discussed in paragraphs 36 through 43 above. 

V. VANDERBILT DIVERTED VINCO’S ASSETS FOR HIS OWN AND 
FARNSWORTH’S BENEFIT. 

52. From January to July 2021, Vinco raised more than $120 million through the 

issuance of convertible notes and warrants.  On multiple occasions in 2022 and 2023, Vinco and 

the investor in these offerings entered agreements to amend the terms of the notes and warrants.  

53. In February 2023, Vinco offered and sold additional securities to institutional 

investors, including the issuance of $11.5 million in convertible notes. 

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54. After joining the Vinco Board in October 2021, Vanderbilt followed Farnsworth’s 

instructions to divert millions of dollars raised in the 2021 offerings to Farnsworth, in 

contravention of the representations made to investors in the securities purchase agreements that 

the funds would be used for corporate purposes. 

55. Farnsworth, in turn, used money he received from Vinco to pay for personal 

expenses including, among other things, travel, luxury vehicles, and home renovations, as well as 

to financially support Vanderbilt. 

56. From October 2021 to March 2022, Farnsworth gave Vanderbilt approximately 

$170,000 in cash to pay for Vanderbilt’s personal expenses.   

57. During at least the Relevant Period, Farnsworth also permitted Vanderbilt to 

regularly use luxury vehicles that had been purchased with diverted Vinco funds. 

58. During the Relevant Period, Vanderbilt had credit cards in his name that both he 

and Farnsworth used to charge personal expenses.  Farnsworth and Zash paid Vanderbilt’s credit 

card bills, in an amount totaling approximately $1.5 million, at least partially using money 

diverted from Vinco.  

59. The benefits set forth in paragraphs 55 to 58 above were in addition to 

Vanderbilt’s salary from Vinco, which totaled approximately $160,000 in 2022 and $190,000 in 

the first half of 2023, as well as fees of approximately $118,000 that he received during the 

Relevant Period for serving on the Vinco Board. 

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a)(1) and 17(a)(3) 

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

paragraphs 1 through 59. 

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61. Defendant, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (i) knowingly or recklessly have employed one or more 

devices, schemes or artifices to defraud, and/or (ii) knowingly, recklessly, or negligently have 

engaged in one or more transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

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

have violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and 

17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)]. 

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

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

paragraphs 1 through 59. 

64. Defendant, 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 has (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 

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. 

65. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, 

has 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]. 

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THIRD CLAIM FOR RELIEF 
Violations of Exchange Act Section 14(a) and Rule 14a-9 Thereunder 

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

paragraphs 1 through 29, 36 through 43, and 47 through 51. 

67. By engaging in the conduct described above, Defendant, by use of the mails, or 

the means of instrumentalities of interstate commerce or any facility of a national securities 

exchange, solicited proxies by means of a proxy statement, form of proxy, notice of meeting or 

other communication, written or oral, containing statements which, at the time and in light of the 

circumstances under which they are made, were false or misleading with respect to a material 

fact, or omitted to state material facts necessary to make the statement therein not false or 

misleading or necessary to correct any statement in any earlier communication with respect to 

the solicitation of a proxy for the same meeting or subject matter which has become false or 

misleading. 

68. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Exchange Act Section 14(a) [15 U.S.C. 

§ 78n(a)] and Rule 14a-9 thereunder [17 C.F.R. § 240.14a-9]. 

PRAYER FOR RELIEF 

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

Judgment: 

I. 

Permanently enjoining Vanderbilt and his agents, servants, employees and attorneys and 

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

indirectly, Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)], 

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

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14a-9 thereunder [17 C.F.R. §§ 240.10b-5 and 240.14a-9].  

II. 

Ordering Vanderbilt to disgorge all ill-gotten gains he 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)]; 

III. 

Ordering Vanderbilt to pay civil monetary penalties under Securities Act Section 20(d) 

[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

IV. 

Permanently prohibiting Vanderbilt from serving as an officer or director of any company 

that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that 

is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; 

V. 

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

JURY DEMAND 

 The Commission demands a trial by jury.  

 
 
 
 
 
 
 
 
 
 

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Dated: New York, New York 
June 13, 2025 

 
 
____________________________________   
Travis Hill 
Thomas P. Smith, Jr. 
Alison T. Conn 
Elizabeth Butler 
Tiantong Wen 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-9135 (Hill) 
[email protected]  
  
 

Case 1:25-cv-04994     Document 1     Filed 06/13/25     Page 15 of 15


	Thomas P. Smith, Jr.
	Alison T. Conn
	Travis Hill
	Elizabeth Butler
	Tiantong Wen
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-9135 (Hill)
	[email protected]
	Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against Defendant Roderick Vanderbilt (“Vanderbilt” or “Defendant”), alleges as follows:
	SUMMARY
	1. From at least October 2021 to 2023 (the “Relevant Period”), Vanderbilt participated in a scheme with his long-time business associate and former romantic partner, Theodore J. Farnsworth (“Farnsworth”), to defraud the investing public.  As the nomin...
	2. During the Relevant Period, Vanderbilt signed numerous public filings on behalf of Vinco, including a Form 10-K, Forms 10-Q, preliminary and definitive proxy statements, and proxy soliciting materials, that contained materially false and misleading...
	3. Vanderbilt also diverted millions of dollars of Vinco money to Farnsworth, who used the money to pay for personal expenses, including travel, luxury vehicles, and home renovations, and to financially support Vanderbilt.
	4. Through his participation in the fraudulent scheme, Vanderbilt received financial benefits totaling at least hundreds of thousands of dollars.
	5. Meanwhile, Vinco’s stock price plummeted from a peak of $6.38 during the Relevant Period to just fractions of a penny, leaving Vinco investors with substantial financial losses.
	VIOLATIONS
	6. By virtue of the foregoing conduct and as alleged further herein, Vanderbilt has violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)], Sections 10(b) and 14(a) of the Securi...
	7. Unless Defendant is restrained and enjoined, he 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
	8. The Commission brings this action pursuant to the authority conferred upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)].
	9. The Commission seeks a final judgment: (a) permanently enjoining Defendant from violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering Defendant to disgorge all ill-gotten gains he received as a result ...
	JURISDICTION AND VENUE
	10. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
	11. Defendant, directly and indirectly, has 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.
	12. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendant transacted business in the Southern District of New York and certain of the acts, practices, transaction...
	DEFENDANT
	13. Vanderbilt, age 59, is a resident of Miami, Florida.  Since approximately October 2021, Vanderbilt has held the title of Chairman of the Vinco Board.  In approximately December 2022, Vanderbilt also assumed the title of Executive Chairman of Vinco...
	OTHER RELEVANT INDIVIDUALS AND ENTITIES
	14. Vinco is a Nevada corporation formed in 2017, which is currently in default status with the Nevada Secretary of State.  From at least January 2021 through April 2023, Vinco had offices in East Syracuse, New York.  Vinco’s common stock is registere...
	15. Zash is a Delaware corporation headquartered in East Syracuse, New York, which is currently in inactive status with the Delaware Division of Corporations.  Zash was founded in or around December 2020 by Farnsworth and, nominally, Vanderbilt.  Zash...
	16. Farnsworth, age 62, was the co-founder, chairman, and controlling stockholder of Zash and a member of the board of managers of ZVV Media Partners LLC (“ZVV”), a joint venture between Vinco and Zash.  During at least the Relevant Period, Farnsworth...
	17. Farnsworth is a defendant in SEC v. Farnsworth, 24 Civ. 9911 (JAV) (S.D.N.Y. filed Dec. 23, 2024), in which the Commission alleged, among other things, that Farnsworth defrauded the investing public through material misrepresentations concerning V...
	18. Farnsworth and Vanderbilt had a decades-long personal and professional relationship.
	19. For more than thirty years, Farnsworth was Vanderbilt’s primary source of financial support.
	20. In or around December 2020, Farnsworth (with Vanderbilt as a nominal co-founder) formed Zash to serve as a holding company for media assets Farnsworth planned to acquire in an attempt to create a “disruptive” media and entertainment business.
	21. Farnsworth intended to merge Vinco, a public company, into Zash, with Zash as the surviving entity.
	22. Farnsworth did not take a public-facing role at Vinco because he knew, by at least December 2020, that the Department of Justice and the Commission were conducting investigations concerning his conduct in connection with another public company.
	23. Nevertheless, during at least the Relevant Period, Farnsworth secretly controlled Vinco.
	24. For example, Farnsworth installed individuals with whom he had close personal and/or professional relationships, including Vanderbilt, as executives and directors of Vinco.
	25. In October 2021, Vanderbilt, who was hand-selected by Farnsworth, joined the Vinco Board.
	26. In spite of the fact that Farnsworth was controlling Vinco, Vanderbilt was named Executive Chairman of the Vinco Board in December 2022.
	27. Around the same time, Farnsworth assumed the title of Vinco’s Chief Strategy Officer.
	28. Although Vanderbilt participated in Vinco Board meetings and was involved to some extent in Vinco’s day-to-day operations, Farnsworth in fact controlled Vinco.
	29. Throughout the Relevant Period, Farnsworth directed Vinco’s strategic vision, made major corporate decisions, decided how Vinco should spend its money, and oversaw Vinco’s public relations and marketing efforts.
	30. From April 2022 to April 2023, Vanderbilt signed numerous filings with the Commission as an officer and/or director of Vinco, including a Form 10-K filed with the Commission on April 15, 2022; Forms 10-Q filed with the Commission on February 21, 2...
	31. The Subject Filings identified putative officers and directors at Vinco, but failed to disclose Farnsworth’s involvement in Vinco’s management, even though he directed the officers and directors identified in the filings and exercised ultimate con...
	32. None of the Subject Filings disclosed Farnsworth’s control over Vinco or even his formal position, beginning in December 2022, as Chief Strategy Officer.
	33. The Subject Filings’ representations about Vinco’s leadership were false or misleading because Farnsworth—not the putative officers and directors identified—was controlling Vinco’s operations.
	34. Furthermore, the representations in the Subject Filings concerning Vinco’s senior leadership would have been important to a reasonable investor because, as Vanderbilt understood from Farnsworth, once Farnsworth had been publicly charged by the Com...
	35. Vanderbilt knew, or was reckless in not knowing that the representations in the Subject Filings were false or misleading by virtue of his awareness that Farnsworth directed major decision-making by Vinco’s nominal officers and directors, including...
	36. When Vinco and Zash announced their agreement to merge in January 2021, they claimed that they would “creat[e] exciting acceleration and growth in live-streaming content, video-sharing, distribution and production within [the combined Vinco/Zash] ...
	37. Two key facets of the supposed Vinco/Zash ecosystem were Lomotif Private Limited (“Lomotif”), which held itself out as a video-sharing social networking platform, and AdRizer LLC (“AdRizer”), a social media advertising company.  Vinco purportedly ...
	38. As Vanderbilt was aware by virtue of the information he received through his position on the Vinco Board, Lomotif depended on cash infusions from Vinco for its operations.
	39. Based on emails he received, Vanderbilt also knew by no later than February 2023, that Vinco no longer had the means to fund Lomotif and Lomotif was preparing to shut down its operations.
	40. Vanderbilt also knew that by early April 2023, all of Lomotif’s employees had been furloughed, except for three engineers whose sole focus was on keeping the app feed and view operational so that the public would not realize that normal business o...
	41. By no later than February 2023, AdRizer was also experiencing significant financial challenges, partly because, as Vanderbilt was aware, Vinco failed to provide promised working capital for AdRizer’s operations.
	42. By no later than February 2023, AdRizer personnel, including its CEO, expressed concerns in emails to Vanderbilt about Vinco’s financial condition and ability to fund AdRizer.
	43. In early April 2023, AdRizer’s CEO advised Vanderbilt that he intended to resign because, among other things, Vinco did not have enough money to operate its businesses, including AdRizer.
	44. Notwithstanding the facts set forth in paragraphs 36 through 43 above, in April 2023, Vanderbilt, with Farnsworth’s approval, made a series of statements materially misrepresenting the operational status of Lomotif and AdRizer and their potential ...
	45. On April 10, 2023, Vinco filed its Form 10-Q for the third quarter of 2022, signed by Vanderbilt.  The filing referred to Vinco’s “strategy” to “expand[ ] Lomotif’s reach,” stated that Vinco was “developing means to monetize the content creation a...
	46. The statements in Vinco’s form 10-Q filed on April 10, 2023 were false or misleading because, as Vanderbilt knew or recklessly disregarded, both Lomotif and AdRizer had ceased normal business operations by no later than early April 2023 due to ins...
	47. On April 17, 2023, Vanderbilt issued a letter to shareholders urging them to vote for the company’s proposals at the upcoming annual shareholders meeting on April 27, 2023.  The text of the letter was included in proxy soliciting material filed wi...
	48. The April 17, 2023 letter described Lomotif and AdRizer as operational, synergetic businesses.  Specifically, in describing Vinco’s anticipated acquisition of a media company, the letter outlined the planned “integration” of the media company’s co...
	49. On April 25, 2023, the Vinco Board issued a letter to shareholders, also in advance of the shareholders meeting.  The text of the letter was included in proxy soliciting material filed with the Commission on April 25, 2023, which Vanderbilt signed.
	50. The April 25, 2023 letter again described Lomotif and AdRizer as if they were operational businesses.  In particular, the letter highlighted that Lomotif and AdRizer would be one of the “key pillars of value creation” in the anticipated acquisitio...
	51. The descriptions of Lomotif and AdRizer in the April 17 and April 25, 2023 letters were false or misleading because, as Vanderbilt knew or recklessly disregarded, both Lomotif and AdRizer had ceased normal business operations by no later than earl...
	52. From January to July 2021, Vinco raised more than $120 million through the issuance of convertible notes and warrants.  On multiple occasions in 2022 and 2023, Vinco and the investor in these offerings entered agreements to amend the terms of the ...
	53. In February 2023, Vinco offered and sold additional securities to institutional investors, including the issuance of $11.5 million in convertible notes.
	54. After joining the Vinco Board in October 2021, Vanderbilt followed Farnsworth’s instructions to divert millions of dollars raised in the 2021 offerings to Farnsworth, in contravention of the representations made to investors in the securities purc...
	55. Farnsworth, in turn, used money he received from Vinco to pay for personal expenses including, among other things, travel, luxury vehicles, and home renovations, as well as to financially support Vanderbilt.
	56. From October 2021 to March 2022, Farnsworth gave Vanderbilt approximately $170,000 in cash to pay for Vanderbilt’s personal expenses.
	57. During at least the Relevant Period, Farnsworth also permitted Vanderbilt to regularly use luxury vehicles that had been purchased with diverted Vinco funds.
	58. During the Relevant Period, Vanderbilt had credit cards in his name that both he and Farnsworth used to charge personal expenses.  Farnsworth and Zash paid Vanderbilt’s credit card bills, in an amount totaling approximately $1.5 million, at least ...
	59. The benefits set forth in paragraphs 55 to 58 above were in addition to Vanderbilt’s salary from Vinco, which totaled approximately $160,000 in 2022 and $190,000 in the first half of 2023, as well as fees of approximately $118,000 that he received...
	Violations of Securities Act Section 17(a)(1) and 17(a)(3)
	60. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 59.
	61. Defendant, directly or indirectly, singly or in concert, in the offer or sale of securities and by the use of the means or instruments of transportation or communication in interstate commerce or the mails, (i) knowingly or recklessly have employe...
	62. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)].
	Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
	63. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 59.
	64. Defendant, 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, ...
	65. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has 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].
	THIRD CLAIM FOR RELIEF
	Violations of Exchange Act Section 14(a) and Rule 14a-9 Thereunder
	66. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 29, 36 through 43, and 47 through 51.
	67. By engaging in the conduct described above, Defendant, by use of the mails, or the means of instrumentalities of interstate commerce or any facility of a national securities exchange, solicited proxies by means of a proxy statement, form of proxy,...
	68. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has violated and, unless enjoined, will again violate Exchange Act Section 14(a) [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder [17 C.F.R. § 240.14a-9].
	PRAYER FOR RELIEF
	Dated: New York, New York
	Travis Hill
	Thomas P. Smith, Jr.
	Alison T. Conn
	Elizabeth Butler
	Tiantong Wen
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	[email protected]