2025-06-11 sec-litreleases judgment 202 KB 9,475 chars

SEC v. NDB, INC., No. 3:23-cv-04724, Northern District of California (June 11, 2025) — Judgment

raw: Final Judgment As To Defendant Ndb Inc

Final Judgment As To Defendant Ndb Inc, No. 3:23-cv-04724 (June 11, 2025)

Caption: Securities and Exchange Commission v. NDB, Inc.

summary

NDB, Inc. consented to a final judgment and a $200,000 civil penalty following SEC allegations of securities fraud involving false or misleading statements.

paragraph

The SEC obtained a final judgment against NDB, Inc. for violations of Section 10(b) of the Securities Exchange Act of 1934 and Section 17(a) of the Securities Act of 1933. The defendant was ordered to pay a $200,000 civil penalty to the SEC within 30 days. The court also issued a permanent injunction against the company for future fraudulent activities involving the dissemination of misleading information to investors.

narrative

The Securities and Exchange Commission (SEC) secured a final judgment against NDB, Inc. and Nima Golsharifi in the Northern District of California. The action alleged violations of the Securities Exchange Act of 1934 and the Securities Act of 1933, specifically involving the use of false or misleading statements to defraud investors. NDB, Inc. consented to the judgment without admitting or denying the allegations. As part of the settlement, the company is permanently enjoined from future violations of the specified securities laws. Additionally, NDB, Inc. was ordered to pay a $200,000 civil penalty to the SEC within 30 days. The court also established that the injunction extends to the defendant's officers, agents, and employees.

Enriched metadata

Scheme: corporate-fraud (90%)
Court: Northern District of California
Case No.: 3:23-cv-04724
Outcome: settled
Civil penalty: $200,000

Classified corporate-fraud(confidence 90%). EDGAR detection: forms 10-K/10-Q/8-K· recall 56% / precision 8%. detection rule →

Extracted insights

Dollar amounts 1

$200K $200,000 $100K–$1M

Entities 2

company defendant ndb, inc.
agency Securities and Exchange Commission

Triples 11

Securities and Exchange Commission filed a Complaint
Defendant NDB, Inc. entered a general appearance
Defendant NDB, Inc. is restrained from violating Section 10(b) of the Securities Exchange Act of 1934
Defendant NDB, Inc. is enjoined from violating Section 10(b) of the Securities Exchange Act of 1934
Defendant NDB, Inc. is restrained from violating Section 17(a) of the Securities Act of 1933
Defendant NDB, Inc. is enjoined from violating Section 17(a) of the Securities Act of 1933
Defendant NDB, Inc. waived any right to appeal from this Final Judgment
Defendant NDB, Inc. waived findings of fact and conclusions of law
Defendant NDB, Inc. consented to entry of this Final Judgment
Defendant NDB, Inc. consented to the Court’s jurisdiction over Defendant and the subject matter of this action
Defendant’s officers, agents, servants, employees, and attorneys are bound by this Final Judgment

PDF

Final Judgment As To Defendant Ndb Inc · Source

Text layers

Extracted body text (9,475c)

FINAL JUDGMENT AS TO DEFENDANT NDB, INC.
SEC
V. NDB, INC., ET AL.
C
ASE NO. 23-CV-04724-TLT
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MONIQUE C. WINKLER (Cal. Bar No. 213031)
SILVANA A. QUINTANILLA (Cal. Bar No. 284964)
[email protected]
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 700
San Francisco, CA 94104
(415) 705-2500
J. EMMETT MURPHY (NY Bar. No. 4459947)
[email protected]
BEN KURUVILLA (NY Bar No. 4700258)
[email protected]
SECURITIES AND EXCHANGE COMMISSION
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-1100
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
vs.
NDB, INC. and NIMA GOLSHARIFI,
Defendants.
Case No. 23-cv-04724-TLT-DMR
FINAL JUDGMENT AS TO
DEFENDANT NDB, INC.

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

FINAL JUDGMENT AS TO DEFENDANT NDB, INC.

SEC V. NDB, INC., ET AL.
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ASE NO. 23-CV-04724-TLT
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The Securities and Exchange Commission having filed a Complaint and Defendant
NDB, Inc. having entered a general appearance; consented to the Court’s jurisdiction over
Defendant and the subject matter of this action; consented to entry of this Final Judgment
without admitting or denying the allegations of the Complaint (except as to jurisdiction);
waived findings of fact and conclusions of law; and waived any right to appeal from this Final
Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of
interstate commerce, or of the mails, or of any facility of any national securities exchange, in
connection with the purchase or sale of any security:
(a)to employ any device, scheme, or artifice to defraud;
(b)to make any untrue statement of a material fact or to omit to state a material fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; or
(c)to engage in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon any person
by, directly or indirectly, making any false or misleading statement, or disseminating any false
or misleading documents, materials, or information, concerning matters relating to a decision by
an investor or prospective investor to buy or sell securities of any company.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

FINAL JUDGMENT AS TO DEFENDANT NDB, INC.

SEC V. NDB, INC., ET AL.
C
ASE NO. 23-CV-04724-TLT
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II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant is permanently restrained and enjoined from violating Section 17(a) of the Securities
Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by
the use of any means or instruments of transportation or communication in interstate commerce
or by use of the mails, directly or indirectly:
(a)to employ any device, scheme, or artifice to defraud;
(b)to obtain money or property by means of any untrue statement of a material fact
or any omission of a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading;
or
(c)to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser
by, directly or indirectly, making any false or misleading statement, or disseminating any false
or misleading documents, materials, or information, concerning matters relating to a decision by
an investor or prospective investor to buy or sell securities of any company.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant is liable for a civil penalty in the amount of $200,000 pursuant to Section 21(d) of
the Exchange Act [15 U.S.C. § 78u(d)] and Section 20(d) of the Securities Act [15 U.S.C. §
77t(d)]. Defendant shall satisfy this obligation by paying $200,000 to the Securities and
Exchange Commission within 30 days after entry of this Final Judgment.

FINAL JUDGMENT AS TO DEFENDANT NDB, INC.

SEC V. NDB, INC., ET AL.
C
ASE NO. 23-CV-04724-TLT
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Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank
cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; NDB, Inc. as a defendant in this action; and specifying that payment is made
pursuant to this Final Judgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action. By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant.
The Commission may enforce the Court’s judgment for penalties by the use of all
collection procedures authorized by law, including the Federal Debt Collection Procedures Act,
28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders
issued in this action. Defendant shall pay post judgment interest on any amounts due after 30
days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commission shall
hold the funds, together with any interest and income earned thereon (collectively, the “Fund”),
pending further order of the Court.
The Commission may propose a plan to distribute the Fund subject to the Court’s
approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund
provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain

FINAL JUDGMENT AS TO DEFENDANT NDB, INC.

SEC V. NDB, INC., ET AL.
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Dated: ______________, _____
____________________________________
UNITED STATES DISTRICT JUDGE
jurisdiction over the administration of any distribution of the Fund and the Fund may only be
disbursed pursuant to an Order of the Court.
Regardless of whether any such Fair Fund distribution is made, amounts ordered to be
paid as civil penalties pursuant to this Final Judgment shall be treated as penalties paid to the
government for all purposes, including all tax purposes. To preserve the deterrent effect of the
civil penalty, Defendant shall not, in any Related Investor Action, argue that it is entitled to, nor
shall it further benefit by, offset or reduction of any compensatory damages award by the
amount of any part of Defendant’s payment of a civil penalty in this action (“Penalty Offset”).
If the court in any Related Investor Action grants such a Penalty Offset, Defendant shall, within
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0 days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel
in this action and pay the amount of the Penalty Offset to the United States Treasury or to a Fair
Fund, as the Commission directs. Such a payment shall not be deemed an additional civil
penalty and shall not be deemed to change the amount of the civil penalty imposed in this Final
Judgment. For purposes of this paragraph, a “Related Investor Action” means a private
damages action brought against Defendant by or on behalf of one or more investors based on
substantially the same facts as alleged in the Complaint in this action.
IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein, and that the
Defendant shall comply with all of the undertakings and agreements set forth therein.
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall
retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
June 92025

OCR text (10,408c · tika · 95% conf)

FINAL JUDGMENT AS TO DEFENDANT NDB, INC. SEC V. NDB, INC., ET AL.
CASE NO. 23-CV-04724-TLT

MONIQUE C. WINKLER (Cal. Bar No. 213031)
SILVANA A. QUINTANILLA (Cal. Bar No. 284964)
[email protected]
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 700
San Francisco, CA 94104
(415) 705-2500

J. EMMETT MURPHY (NY Bar. No. 4459947)
[email protected]

BEN KURUVILLA (NY Bar No. 4700258)
[email protected]
SECURITIES AND EXCHANGE COMMISSION
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-1100

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

vs.

NDB, INC. and NIMA GOLSHARIFI,

Defendants.

Case No. 23-cv-04724-TLT-DMR

FINAL JUDGMENT AS TO
DEFENDANT NDB, INC.

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

Case 3:23-cv-04724-TLT Document 86 Filed 06/10/25 Page 1 of 5

FINAL JUDGMENT AS TO DEFENDANT NDB, INC.
-2-

SEC V. NDB, INC., ET AL.
CASE NO. 23-CV-04724-TLT

The Securities and Exchange Commission having filed a Complaint and Defendant

NDB, Inc. having entered a general appearance; consented to the Court’s jurisdiction over

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

without admitting or denying the allegations of the Complaint (except as to jurisdiction);

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

Judgment:

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

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

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

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

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

connection with the purchase or sale of any security:

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

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

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

under which they were made, not misleading; or

operate as a fraud or deceit upon any person

by, directly or indirectly, making any false or misleading statement, or disseminating any false

or misleading documents, materials, or information, concerning matters relating to a decision by

an investor or prospective investor to buy or sell securities of any company.

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

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

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

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

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

Case 3:23-cv-04724-TLT Document 86 Filed 06/10/25 Page 2 of 5

FINAL JUDGMENT AS TO DEFENDANT NDB, INC.
-3-

SEC V. NDB, INC., ET AL.
CASE NO. 23-CV-04724-TLT

II.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that

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

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

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

or by use of the mails, directly or indirectly:

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

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

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

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

would operate as a fraud or deceit upon the purchaser