SEC v. Derek Taller, No. LR-26300, Southern District of New York (May 1, 2025) — Press Release

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26300 / May 1, 2025 Securities and Exchange Commission v. Derek Taller, No. 1:25-cv-03537 (S.D.N.Y. filed Apr. 29, 2025) SEC Charges Former New York-Based Investment Adviser with Fraud On April 29, 2025, the Securities and Exchange Commission charged Derek Taller with engaging in fraudulent conduct while managing and advising two funds, which included making material misrepresentations in offering materials and engaging in self-dealing. According to the SEC’s complaint, between March 2018 and January 2024, Taller served as the principal officer and director of two investment funds, StHealth Capital Investment Corporation, at the time a business development company, and Vision BioBanc Holdings, LLC, an unregistered fund. He also served as the external investment adviser to each of the funds, the complaint alleges. During 2020, Taller allegedly disseminated offering documents to prospective investors in Vision Holdings which stated that the fund was supervised by an independent board of directors and its financial statements would be audited by an independent auditor. According to the complaint, these representations were false, as Vision Holdings never engaged an independent auditor and Taller was the only active board member until at least August 2021. In addition, in May 2020, Taller allegedly acquired an interest in a third-party startup and, days later, directed StHealth Capital and Vision Holdings to loan the startup a combined $2 million without disclosing to the funds or their investors his interest in the borrower. According to the complaint, these loans constituted a joint arrangement, which—because StHealth Capital was a business development company at the time—required StHealth Capital to obtain an SEC order prior to entering in such transaction, which Taller never sought. For the rest of 2020 and early 2021, Taller allegedly directed Vision Holdings to loan more than $21 million to the startup and its affiliates, without disclosing to the fund or its investors that he had separate business dealings with the startup and its affiliates which created a conflict. Moreover, Taller allegedly misappropriated hundreds of thousands of dollars from the funds he advised. The SEC’s complaint, filed in the U.S. District Court for the Southern District of New York, charges Taller with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, and Section 57(a)(4) of the Investment Company Act of 1940 and Rule 17d-1 thereunder. The SEC seeks permanent injunctions, conduct-based injunctions, disgorgement with prejudgment interest, civil penalties, and an officer-and-director bar. The investigation was conducted by Wesley W. Wintermyer and supervised by Alison Conn and Thomas P. Smith, Jr. of the SEC’s New York Regional Office. The litigation will be led by Todd D. Brody and Mr. Wintermyer.

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26300 / May 1, 2025 Securities and Exchange Commission v. Derek Taller, No. 1:25-cv-03537 (S.D.N.Y. filed Apr. 29, 2025) SEC Charges Former New York-Based Investment Adviser with Fraud On April 29, 2025, the Securities and Exchange Commission charged Derek Taller with engaging in fraudulent conduct while managing and advising two funds, which included making material misrepresentations in offering materials and engaging in self-dealing. According to the SEC’s complaint, between March 2018 and January 2024, Taller served as the principal officer and director of two investment funds, StHealth Capital Investment Corporation, at the time a business development company, and Vision BioBanc Holdings, LLC, an unregistered fund. He also served as the external investment adviser to each of the funds, the complaint alleges. During 2020, Taller allegedly disseminated offering documents to prospective investors in Vision Holdings which stated that the fund was supervised by an independent board of directors and its financial statements would be audited by an independent auditor. According to the complaint, these representations were false, as Vision Holdings never engaged an independent auditor and Taller was the only active board member until at least August 2021. In addition, in May 2020, Taller allegedly acquired an interest in a third-party startup and, days later, directed StHealth Capital and Vision Holdings to loan the startup a combined $2 million without disclosing to the funds or their investors his interest in the borrower. According to the complaint, these loans constituted a joint arrangement, which—because StHealth Capital was a business development company at the time—required StHealth Capital to obtain an SEC order prior to entering in such transaction, which Taller never sought. For the rest of 2020 and early 2021, Taller allegedly directed Vision Holdings to loan more than $21 million to the startup and its affiliates, without disclosing to the fund or its investors that he had separate business dealings with the startup and its affiliates which created a conflict. Moreover, Taller allegedly misappropriated hundreds of thousands of dollars from the funds he advised. The SEC’s complaint, filed in the U.S. District Court for the Southern District of New York, charges Taller with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, and Section 57(a)(4) of the Investment Company Act of 1940 and Rule 17d-1 thereunder. The SEC seeks permanent injunctions, conduct-based injunctions, disgorgement with prejudgment interest, civil penalties, and an officer-and-director bar. The investigation was conducted by Wesley W. Wintermyer and supervised by Alison Conn and Thomas P. Smith, Jr. of the SEC’s New York Regional Office. The litigation will be led by Todd D. Brody and Mr. Wintermyer.