SEC v. Glen Leibowitz, No. 1:25-cv-02155, Southern District of New York (Mar. 17, 2025) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
George N. Stepaniuk
Russell J. Feldman
Kiran Patel
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-9144 (Feldman)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

GLEN LEIBOWITZ,

                                             Defendant.

COMPLAINT

25 Civ. 2155

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Glen Leibowitz (“Leibowitz” or “Defendant”), alleges as follows:
SUMMARY
1. This action involves federal securities law violations committed by Leibowitz, while
serving as the Chief Financial Officer (“CFO”) of a publicly traded company in the cannabis
industry, Acreage Holdings, Inc. (“Acreage”).  As alleged herein, from December 2019 to May 2020,
Leibowitz falsified Acreage’s accounting records and lied to Acreage’s auditor about a sham round-
trip transaction designed to artificially inflate Acreage’s cash balance for the fiscal year ended
December 31, 2019 (“FY 2019”).

2
2. With Leibowitz’s knowledge and active participation, Acreage caused an affiliated
but unconsolidated entity (“Entity A”) to transfer approximately $4.2 million to Acreage on
December 26, 2019 with the express understanding that Acreage would return the exact same
amount at the beginning of the new year—which it did on January 3, 2020.  Leibowitz knew that the
round-trip transfer had no economic substance or legitimate business purpose and was intended to
bolster Acreage’s publicly reported year-end cash balance.
3. The receipt of the money from Entity A increased Acreage’s existing cash balance as
of December 31, 2019 by over 15%, from approximately $26.5 million to approximately $30.7
million.  Leibowitz’s conduct contributed to Acreage’s accounting staff’s creation of journal entries
that mischaracterized the round-trip transaction and concealed its true purpose.
4. After certain employees’ concerns about the transaction were escalated to a member
of Acreage’s board of directors and the director (“Director A”) began making inquiries, Leibowitz
directed Acreage’s accounting staff to record an additional journal entry that effectively reversed the
round-trip transaction by making it falsely appear as if Acreage had returned the funds in December
2019 rather than January 2020.  As a result, the money that Acreage received from Entity A was
ultimately not included in Acreage’s publicly reported financial statements for FY 2019.
5. Although the fraud had been aborted, Leibowitz proceeded to lie about the
transaction on multiple occasions to Acreage’s outside auditor (“Audit Firm A”) during its audit of
Acreage’s FY 2019 financial statements in order to cover up his participation in the planned scheme.
6. Initially, Leibowitz falsely told Audit Firm A that Entity A had sent the money to
Acreage of its own accord, as repayment of an outstanding debt, and that Acreage returned the
money only because Acreage learned in January 2020 that Entity A’s board of directors had not
approved the payment.  Then, in a later email to Audit Firm A in May 2020, Leibowitz described
Entity A’s transfer of the funds in December 2019 as an “incorrect cash payment made at the

3
[Entity A] level” and claimed that Acreage sent the money back in January 2020 once the “error”
was identified.
7. These statements were materially false and misleading because, as Leibowitz knew
but never disclosed to Audit Firm A, Acreage had directed Entity A to send the money before year-
end and planned from the outset to return the money to Entity A immediately after year-end.  Nor
did Leibowitz disclose his own knowledge about the true nature of and his participation in the
transaction, the involvement of other members of senior management in arranging the round-trip
transfers, or that the purpose of the transfers was to inflate Acreage’s FY 2019 cash balance.
8. In May 2020, Leibowitz also signed Acreage’s management representation letter to
Audit Firm A, which was false and misleading because it incorporated by reference his May 2020
email discussed above.
VIOLATIONS
9. By virtue of the foregoing conduct and as alleged further herein, Leibowitz has
violated Section 13(b)(5) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§ 78m(b)(5)], and Rules 13b2-1 and 13b2-2 [17 C.F.R. §§ 240.13b2-1 and 240.13b2-2]; and aided and
abetted Acreage’s violations of Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)].
10. 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
11. The Commission brings this action pursuant to the authority conferred upon it by
Exchange Act Section 21(d) [15 U.S.C. § 78u(d)].
12. The Commission seeks a final judgment: (a) permanently enjoining Defendant from
violating Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2, and from aiding and

4
abetting violations of Section 13(b)(2)(A) of the Exchange Act; (b) prohibiting Defendant from
acting in an accounting or financial reporting role at a public company in connection with the
preparation of financial statements filed with the Commission, providing substantial assistance to a
public company in the preparation of financial statements filed with the Commission, or acting as an
auditor on a public company audit; (c) ordering Defendant to pay civil money penalties pursuant to
Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; and (d) ordering any other and further relief
the Court may deem just and proper.
JURISDICTION AND VENUE
13. This Court has jurisdiction over this action pursuant to Exchange Act Section 27 [15
U.S.C. § 78aa].
14. 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.
15. Venue lies in this District under Exchange Act Section 27 [15 U.S.C. § 78aa].
Defendant may be found in, is an inhabitant of, or transacts 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, Leibowitz and other Acreage employees
worked at Acreage’s offices in New York, New York, and communicated with other Acreage
employees and Audit Firm A about the round-trip transfers while located within this District.
DEFENDANT
16. Leibowitz, age 55, resides in New York, New York, and was Acreage’s CFO from
March 2018 to April 2021.  Leibowitz is a certified public accountant and has been licensed in New
York since 1996.  After leaving Acreage, he was the CFO at another publicly traded company, from
November 2022 until his resignation on November 15, 2024.

5
OTHER RELEVANT INDIVIDUALS AND ENTITIES
17. Acreage is a company in the cannabis industry and is headquartered in New York,
New York and incorporated in British Columbia, Canada.  At the time of the events described
herein, Acreage had a class of securities registered pursuant to Section 12(g) of the Exchange Act; its
subordinate voting shares were listed on the Canadian Securities Exchange and quoted in the United
States on the OTCQX; and Acreage was a reporting company pursuant to Section 13(a) of the
Exchange Act.
18. Entity A is a nonprofit corporation that operates therapeutic cannabis dispensaries
in multiple locations and online.  During the time of the events described herein, Entity A was
affiliated with Acreage through certain contractual relationships.
FACTS
I. Background
A. Acreage’s Relationship with Entity A

19. Acreage operates its cannabis business through subsidiaries in several states.  Acreage
also had relationships in certain states with entities that were not subsidiaries, including Entity A.
20. As a separate entity that was not owned by Acreage, Entity A’s financial results were
not consolidated with Acreage’s financial results.  Accordingly, cash and other assets held by Entity
A were not included in Acreage’s financial statements.
21. Acreage, through one of its subsidiaries, had contractual arrangements with Entity A.
Those arrangements included a Management Consulting and Service Agreement (“Services
Agreement”), pursuant to which Acreage provided certain services to Entity A in exchange for fees
from Entity A, as well as a line of credit pursuant to which Acreage lent money to Entity A.
22. The services that Acreage contracted to provide to Entity A included billing, day-to-
day operational support, employee training, and financial oversight, controls, planning, and access to

6
capital.
23. Between approximately 2016 and 2019, Acreage generally did not require Entity A to
make payments for the management fees owed pursuant to the Services Agreement or to repay
amounts owed pursuant to the line of credit.  Instead, Acreage allowed those amounts to accrue
over time.
B. Acreage’s Cash Shortfall in Late 2019

24. In late 2019, as the end of FY 2019 approached, Acreage’s senior management
became increasingly concerned about Acreage’s cash balance.
25. On November 26, 2019, an Acreage senior officer (“Officer A”) emailed Leibowitz
with the subject line “Cash Flow” and wrote:  “Let’s discuss tomorrow.  All of our competitors are
showing [cash flow] positive.  Why are we so far off?”
26. During this period, industry analysts were focused on the cash balances at companies
in the cannabis industry, including Acreage.  Cash was an important metric for investors in the
cannabis industry due to the relative unavailability of more traditional sources of financing such as
bank loans.
27. As Leibowitz and other members of senior management knew, Acreage’s cash
balance was separately reported in Acreage’s financial statements, including in financial statements
that Acreage was required to file with the Commission with Acreage’s annual report on Form 10-K
for FY 2019, which would reflect the cash balance as of December 31, 2019.
28. As a result of Acreage’s looming cash shortfall, Acreage’s senior management
considered potential ways to increase Acreage’s cash balance in late 2019.
C. Entity A’s Bona Fide Debt Repayment Proposal
29. Among other options, members of Acreage’s senior management explored the
possibility of having Entity A repay some of the amounts it owed to Acreage.

7
30. As of December 2019, pursuant to a line of credit, Entity A had borrowed
approximately $4.5 million from Acreage and owed Acreage over $1.5 million in accrued interest.
31. Around that same time, discussions ensued between Acreage and Entity A about a
proposed repayment of a portion of this debt.
32. On December 5, 2019, Leibowitz received an email from an Acreage employee
(“Employee A”) whose role included providing accounting services for Entity A.  The email was in
response to a request for information from Leibowitz and a senior member of Acreage’s accounting
department (“Employee B”).
33. Employee A’s email summarized the status of Entity A’s proposed debt repayment.
34. Specifically, Employee A’s email stated that Entity A had a “sizeable cash balance
that can be used to make a proposed $1.5 [million] lump sum interest payment and then pay the
remaining outstanding interest over the subsequent 12 months.”  The email noted that while Entity
A had significantly more than $1.5 million in cash on hand, $2 million of those funds were
earmarked for specific capital expenditures in 2020, including the opening of a second dispensary
that Acreage had previously approved.  The email also stated that Entity A’s board of directors was
reviewing the proposed repayment plan; had given a “soft approval” for the $1.5 million lump sum
payment; and was expected to formally approve the plan at the next board meeting in late January or
early February 2020.
II. The Fraudulent Round-Trip Cash Transfer At Year-End 2019

35. However, Acreage’s senior management subsequently embarked on a different, and
fraudulent, plan to increase Acreage’s cash balance.
36. In late December 2019, Acreage’s senior management decided to have Entity A
temporarily transfer virtually all of its available cash (over $4 million) to Acreage before the end of
2019, with an unconditional assurance that Acreage would send the full amount right back to Entity

8
A in early January 2020.
37. Leibowitz knew that the purpose of this plan was to artificially increase Acreage’s
reported cash balance at the end of FY 2019 and participated in arranging the transfers.
A. Leibowitz Actively Participated in the Round-Trip Scheme With Knowledge
of Its Improper Purpose

38. On December 22, 2019, Leibowitz had several calls with Officer A or another
Acreage senior officer (“Officer B”).
39. During those calls with Officer A and Officer B, Leibowitz learned about the details
of a plan to have Entity A transfer over $4 million to Acreage in late December 2019 and for
Acreage to send the funds right back to Entity A in early January 2020.
40. That same afternoon, Officer B also called Employee A and left a voicemail.
41. In his voicemail to Employee A, Officer B stated as follows: “Just giving you a call to
let you know [Entity A’s Chief Executive Officer (“CEO”) is] going to be calling you.  They’re
gonna wire approximately $4.5 million to the Acreage account just to show cash in our account, then
we’re gonna put it back, but he needs to know what are [sic] outstanding as far as payables so we
leave sufficient funds in there so no checks bounce.”
42. Almost immediately thereafter, Leibowitz spoke again with Officer B.
43. Moments after Leibowitz finished speaking with Officer B, Leibowitz texted the
following to Employee A: “When you have a chance can you please call me and I can explain what
we are doing [with Entity A]?”
44. Leibowitz and Employee A spoke on the phone twice later that day.
45. On those calls, Leibowitz conveyed to Employee A that Entity A was going to help
Acreage bolster its balance sheet at year-end by temporarily transferring approximately $4.5 million
to Acreage before December 31, 2019, and that Acreage would return the money to Entity A shortly
after December 31, 2019, through what Leibowitz falsely characterized as a “capital call.”

9
46. At Acreage, the term “capital call” referred to a process by which Acreage
subsidiaries or affiliates could request funding for specified projects or other capital expenditure
needs, after which Acreage would assess the request and determine whether or not to fund it.
47. Contrary to Leibowitz’s statements to Employee A, no such “capital call” process
occurred or was contemplated by Acreage in connection with the planned round-trip transfer.
48. Nor at any time did Acreage and Entity A discuss a “capital call” process with
respect to the planned round-trip transfer, wherein Entity A would have to justify the amount it
requested based on its upcoming capital spending needs for specific projects and Acreage would
then assess those needs and decide, in its sole discretion, whether to approve sending the requested
funds.
49. To the contrary, as Leibowitz knew from his conversations with Officer A and
Officer B, Acreage planned from the outset to return the money to Entity A right after the end of
FY 2019 without any such “capital call” process occurring.
50. Employee A understood from his December 22, 2019 calls with Leibowitz that
Leibowitz was asking him to have Entity A send all of its available cash—less a small amount to
cover Entity A’s immediate expenses—to Acreage.
51. On their December 22, 2019 calls, Leibowitz also instructed Employee A on how to
record the transfers on Acreage’s accounting records.
52. One option proposed by Leibowitz to Employee A was to record the incoming
transfer as a short-term bridge loan from Entity A to Acreage—even though there was no
documentation for such a loan or any information available concerning the terms of any purported
loan, such as the principal amount of the loan, the rate of interest, or the due date for repayment of
the principal.
53. Another option proposed by Leibowitz, which was inconsistent with the prior

10
option, was to treat the transfer from Entity A as a repayment of debt that Entity A owed to
Acreage.
54. Leibowitz told Employee A, in substance, that he needed to “bury” the incoming
transfer from Entity A somewhere in Acreage’s books.
55. Employee A understood that Leibowitz was instructing him to account for the cash
transfer from Entity A in a way that would not attract scrutiny from Acreage’s outside auditors.
56. Employee A was alarmed by what Leibowitz told him and expressed his concerns to
Leibowitz about the propriety of what Leibowitz had directed him to do.
57. Employee A did not carry out Leibowitz’s instructions.
58. On December 22, 2019, Leibowitz also exchanged text messages with Officer A
shortly after Leibowitz’s second conversation with Employee A ended.
59. In one of those text messages, Officer A asked Leibowitz to “add in the $4.5 million
dollars from [Entity A]” to a slide deck being prepared for potential investors in Acreage.  Leibowitz
responded: “I had it already in the Q4 19 balance.  You just made it reality.  So now it will be in the
financial statements.”
60. Leibowitz then continued to execute the round-trip scheme.
61. On December 23, 2019, Leibowitz sent a follow-up email to Employee A instructing
Employee A to transfer $4.5m from Entity A to Acreage.
62. Leibowitz stated in his email, which also copied Employee B (a senior accounting
employee), that the transfer would be “accounted for as short term financing” and that Acreage
would send the money “back on January 2,” pursuant to what Leibowitz again falsely characterized
as a “capital call.”
63. Employee A responded to Leibowitz by raising a number of issues with the request,
including the fact that he did not have the ability to send wires from Entity A, and that “there is only

11
$4.3m through all of [Entity A’s] bank accounts and [Entity A’s] outstanding payables”—a reference
to Entity A’s immediate expense obligations—“currently account for $150k,” thereby leaving only
approximately $4.15 million available to be transferred.
64.  Leibowitz replied: “Understand, [Officer A] has discussed the transfer with the
[Entity A] contact . . . $4.3m will be sent.  Just note the accounting.”
65. At around this time, Officer A, Officer B, and an additional senior officer of Acreage
(“Officer C”) spoke by telephone with Entity A’s CEO to implement the plan.
66. During that call, Officer A directed Entity A’s CEO to send all of Entity A’s cash to
Acreage, except for what was needed to cover Entity A’s immediate short-term expenses.
67. During that call, Officer A also unconditionally assured Entity A’s CEO that Acreage
would return the money to Entity A at the beginning of January 2020.  There was no discussion of
Entity A making a “capital call” to Acreage as a necessary predicate for Acreage to return the money
to Entity A after year-end.
68. Entity A’s CEO initially objected to the direction from Officer A, but ultimately
acquiesced.
69. Entity A’s CEO asked that Acreage put in writing the unconditional assurance that
Acreage would return the money to Entity A at the beginning of January 2020.
70. On December 24, 2019, Acreage provided that written assurance in an email sent by
Officer B to Entity A’s CEO.  Leibowitz was copied on that email.
71. In that email, Officer B wrote that:
a. “[W]e have requested that you wire all available funds (not including those
needed to cover outstanding liabilities) to the Acreage corporate account”
and reiterated the unconditional assurance that “[t]he funds that will be wired
into the Acreage account will be returned in whole on January 2nd”;

12
b. Acreage’s request for Entity A’s money was being made “in an effort to
clarify our revenues and cash on-hand for potential investors”; and
c. “Glen [Leibowitz] will follow-up with the Acreage wire information and
confirmation of your outstanding liabilities.”
72. Leibowitz responded to Officer B’s December 24, 2019 email the same day, writing
in an email to Entity A’s CEO that “Per my discussion with [Employee A] there is approximately
$200,000 of outstanding liabilities for [Entity A]”—again a reference to Entity A’s immediate
expense obligations.  In that email, Leibowitz provided Entity A’s CEO with instructions for wiring
the funds to Acreage.
73. After this email, Leibowitz continued to be in close communication with Officer A
and Officer B and was aware of the relevant details concerning the plans for the round-trip cash
transfer.
74. For example, Leibowitz spoke with Officer A by phone approximately ten minutes
after Leibowitz sent the wire instructions to Entity A’s CEO in the email quoted above.  In the next
hour and a half after that call, Leibowitz spoke two more times with Officer A and once with
Officer B.
75. Entity A’s CEO initiated a wire transfer request later in the day on December 24,
2019, instructing Entity A’s bank to wire $4,164,458.06 to Acreage’s bank account.
76. After Entity A’s wire transfer was initiated, an Entity A employee received an alert
from Entity A’s bank about the transfer.  After receiving that alert, the Entity A employee wrote to
Entity A’s CEO, asking “Do you know what this is for?”
77. Entity A’s CEO responded as follows:  “I received a request from Acreage this week
to transfer funds from the [Entity A] account to their account and the funds will be transferred back
on January 2
nd
. . . .  Enough funds have been left in the payroll and operating account to cover the

13
next pay period on Thursday the 2
nd
 and for any outgoing payments, ~$200k in total.”
78. The $4,164,458.06 that was wired from Entity A’s bank account arrived in Acreage’s
bank account on December 26, 2019 and remained there until January 3, 2020.
79. Entity A’s cash transfer to Acreage was neither a bona fide repayment of debt that
Entity A owed Acreage nor a bona fide short term financing, as Entity A’s CEO and Acreage’s
senior management, including Leibowitz, understood from the outset that the money would be
temporarily parked in Acreage’s bank account for just a few days at the end of December 2019
before Acreage returned that money to Entity A in early January 2020.
80. The receipt of this money from Entity A increased Acreage’s existing cash balance as
of December 31, 2019 by over 15%, from approximately $26.5 million to approximately $30.7
million.
81. On December 27, 2019, Leibowitz sent a text message to Officer A and Officer B,
stating “4.164m received from [Entity A][.]”  Officer B responded, “Good news[,]” and Officer A
added “Amen. Thank you[.]”
82. On December 31, 2019, Officer C spoke with Leibowitz by phone.
83. During their phone conversation, Officer C relayed to Leibowitz what he had heard
on the earlier group call with Entity A’s CEO, including the fact that Officer A had unconditionally
assured Entity A’s CEO that Acreage would return the money in early January 2020.
84. Officer C expressed concerns to Leibowitz that the cash transfers did not make any
legitimate business sense.
85. Officer C also expressed particular concern to Leibowitz that Acreage, a public
company, was receiving the funds from Entity A so close to the end of its fiscal year with the
express understanding that Acreage would send the money right back to Entity A shortly after the
end of the fiscal year.

14
86. In response, Leibowitz told Officer C that he would look into the transaction and get
back to him, but Leibowitz failed to tell Officer C that Leibowitz was already aware of the
transaction and its round-trip nature and was involved in carrying out the scheme.
87. In fact, following his call with Officer C, Leibowitz continued to take steps to carry
out the round-trip transaction.
88. On January 2, 2020, Entity A’s CEO sent an email to Leibowitz following up on the
December 24, 2019 email chain and requesting reconfirmation that, as agreed, Acreage would now
be returning the money.
89. Entity A’s CEO wrote as follows: “Glen [Leibowitz], Happy New Year!  Confirming
that the wire will be coming back to the [Entity A] account today or tomorrow.  Please let me know
when you can and if you need wire instructions, I can provide.”
90. Within an hour and a half after that email was sent, Employee B (a senior accounting
employee) emailed Entity A’s CEO asking for wire instructions for Entity A.  Entity A’s CEO
provided the wire instructions, and Employee B circulated a wire transfer request form to Leibowitz
and Officer B.
91. In response, Leibowitz wrote “Great, approved!”  Officer B also responded,
“Approved.”
92. On January 3, 2020, Acreage wired $4,164,458.06—the exact same amount that
Entity A had wired to Acreage just one week earlier on December 26, 2019—back to Entity A.
B. Acreage’s False Journal Entries Recording the Round-Trip Transfers

93. Acreage’s accounting staff made journal entries that falsified Acreage’s accounting
records by mischaracterizing the transfer from Entity A—first as a repayment of debt by Entity A to
Acreage and then as a short-term financing (i.e. a loan) from Entity A to Acreage.
94. Specifically, on January 3, 2020, Acreage accounting staff made a journal entry that

15
recorded Acreage’s receipt of the funds from Entity A on December 26, 2019 as a debit to Acreage’s
bank account, an asset account, and a credit to “Investments – Consolidated: Investment in [Entity
A],” also an asset account.
95. The effect of this journal entry was to increase the amount of cash in Acreage’s bank
account balance, and to decrease the amount that Entity A owed to Acreage under the line of credit,
in the amount of the transfer.
96. In other words, the journal entry treated the December 26, 2019 cash transfer from
Entity A to Acreage as a bona fide repayment of debt that Entity A owed to Acreage under the line
of credit.
97. The January 3, 2020 journal entry was false because the December 26, 2019 cash
transfer from Entity A to Acreage was not a bona fide repayment of debt from Entity A to Acreage.
98. Prior to the January 3, 2020 journal entry, Leibowitz withheld full and accurate
information about the transaction from Acreage’s accounting staff—including the fact that Acreage
assured Entity A at the outset that the December 26, 2019 cash transfer would be returned
immediately after year-end.
99. Following the January 3, 2020 journal entry, Leibowitz had discussions with senior
accounting personnel at Acreage about the need to change the accounting treatment for the
transfers, while continuing to conceal the pre-planned nature of the return transfer.
100. Following those discussions, on January 7, 2020, Acreage accounting staff revised the
January 3, 2020 journal entry recording the receipt of the money from Entity A on December 26,
2019, changing the account for the credit entry from the asset account “Investments - Consolidated:
Investment in [Entity A]” to “Other Current Liabilities,” a liability account.
101. The effect of this journal entry was to reverse the reduction in the amount that
Entity A owed to Acreage under the line of credit reflected in the prior journal entry, and to instead

16
increase Acreage’s unspecified short-term indebtedness by the amount of the transfer.  The prior
debit to the bank account balance (i.e. increase) remained unchanged.
102. This entry was false because the December 26, 2019 cash transfer from Entity A to
Acreage was not bona fide short-term financing provided by Entity A to Acreage.
103. Leibowitz caused the January 3, 2020 and January 7, 2020 journal entries to be
falsified because, among other reasons, he participated in arranging the underlying sham round-trip
transaction and withheld full and accurate information about the transaction from Acreage’s
accounting staff.
104. As a result of both the January 3, 2020 and January 7, 2020 journal entries, the
general ledger balance for Acreage’s bank (i.e. cash) account as of December 31, 2019 was overstated
by approximately $4.2 million (i.e. the amount of the cash transfer from Entity A).
105. During January 2020, multiple Acreage employees raised questions and concerns
about the propriety of the year-end cash transfers between Entity A and Acreage.
106. On January 11, 2020, an Acreage employee sent an email to Officer C outlining a
number of concerns with Acreage’s management, including that Acreage was “[e]ngaging in what
appears to me as potentially Accounting Fraud w four mm from [Entity A] . . . coming onto a public
company balance sheet just days before the end of a reporting period, without public
announcement. . . . [and] leaving the corporate balance back to [Entity A] just days after the quarter
and year end.”
107. On January 12, 2020, this same Acreage employee forwarded this email to a member
of Acreage’s board of directors (“Director A”).
108. Director A was alarmed by the email and immediately reached out to another
director to discuss its allegations.
109. On January 14 and January 15, 2020, Director A contacted Leibowitz with questions

17
and concerns regarding the propriety of the cash transfers between Entity A and Acreage and
confronted Leibowitz about whether those transfers were part of a planned round-trip transaction.
110. In response, Leibowitz lied to Director A.
111. Rather than disclose the true facts about the transfers with Entity A—including the
fact that, as Leibowitz knew, Acreage had expressly assured Entity A at the outset that Acreage
would return the money in early January 2020—he falsely told Director A that the December 26,
2019 cash transfer from Entity A was a repayment of amounts owed to Acreage under the line of
credit and that Acreage returned the money to Entity A in January 2020 only because Acreage later
learned that Entity A had lacked board approval to transfer the money to Acreage.
112. A few days after Leibowitz’s communications with Director A, Leibowitz caused a
new journal entry to be recorded that once again changed the manner in which Acreage accounted
for the cash transfers.
113. Specifically, on January 17, 2020, Acreage accounting staff, at Leibowitz’s direction,
recorded a journal entry dated December 31, 2019 that showed Acreage returning the money to
Entity A on December 31, 2019, three days before the return wire actually occurred.
114. This journal entry consisted of a debit to “Other Current Liabilities” (i.e. a decrease)
in the amount of the transfer and a credit to Acreage’s bank account balance (also a decrease) in the
same amount, both occurring as of December 31, 2019.
115. The effect of this journal entry was to decrease the amount of cash in Acreage’s bank
account balance, and to decrease Acreage’s unspecified short-term indebtedness, by the amount of
the return transfer as of December 31, 2019.
116. This journal entry effectively reversed the December 26, 2019 cash transfer from
Entity A to Acreage from an accounting perspective, essentially treating the cash transfers as if they
had both occurred in December 2019 and cancelled each other out.

18
117.  As a result, the money that Acreage received from Entity A in December 2019 was
not included in Acreage’s cash balance in the FY 2019 financial statements that Acreage provided to
Audit Firm A or that Acreage included in its annual report on Form 10-K filed with the
Commission on May 29, 2020.
118. Although the January 17, 2020 journal entry negated the impact of Entity A’s cash
transfer on Acreage’s publicly reported financial statements for FY 2019, that journal entry was only
made after Director A intervened and confronted Leibowitz about the round-trip transaction.
119. The January 17, 2020 journal entry was false because, as noted above, it reflected
Acreage returning the money to Entity A on December 31, 2019, three days before the return wire
actually occurred.
III. Leibowitz’s Materially False and Misleading Statements To Audit Firm A

120. During the course of Audit Firm A’s audit of Acreage’s financial statements for FY
2019, Leibowitz communicated with accountants from Audit Firm A on multiple occasions, both
orally and in writing, including about instances or allegations of fraud at Acreage.
121. As detailed below, Leibowitz lied to Audit Firm A about the round-trip cash transfer
with Entity A to cover up the true facts about the transaction and his own role in implementing the
scheme to artificially inflate Acreage’s FY 2019 cash balance.
122. On January 21, 2020, an Acreage employee submitted an anonymous complaint
through Acreage’s compliance hotline service (“Anonymous Complaint”).
123. That Anonymous Complaint stated that “[t]here was a size-able cash movement
between Acreage and one of its affiliated entities near the end of the calendar year that seemed to
lack a business purpose.”  The complaint also stated that “[m]anagement of Acreage and an affiliated
entity” were involved.
124. On February 11, 2020, accountants from Audit Firm A spoke with Leibowitz in

19
connection with its audit of Acreage’s FY 2019 financial statements and inquired, among other
things, whether he was aware of any instances or allegations of fraud at Acreage during the period
relevant to the FY 2019 audit.
125. Leibowitz told the accountants from Audit Firm A about the Anonymous Complaint
and referenced the transfers of funds between Entity A and Acreage in late December 2019 and
early January 2020.
126. Leibowitz also told the accountants that the Anonymous Complaint raised the
concern that Acreage was trying to show higher cash balances at year end in order to make Acreage’s
financial situation look better.
127. However, Leibowitz then proceeded to make materially false and misleading
statements to the accountants about the transaction.
128. Just as he falsely represented to Director A, Leibowitz falsely represented to Audit
Firm A’s accountants during the February 11, 2020 meeting that Entity A had transferred the funds
to Acreage in late December 2019 to repay Entity A’s outstanding debt to Acreage, and that Acreage
immediately returned those funds only because it learned from Entity A in early January 2020 that
Entity A’s board of directors had not approved the payment.
129. Leibowitz’s statements to Audit Firm A on February 11, 2020 were false and
misleading because the true facts, as Leibowitz knew but failed to disclose, were that:
a. Entity A transferred the funds to Acreage in December 2019 because
Acreage senior management directed Entity A to do so and assured Entity A
that Acreage would return those funds in early January 2020 as part of a
round-trip payment, and not because Entity A was repaying an outstanding
debt to Acreage;
b. Acreage senior management returned the funds in early January 2020 because

20
it planned to do so from the outset, not because Acreage was informed by
Entity A that it lacked board approval for the payment;
c. Acreage’s senior management, including Leibowitz, participated in directing
the cash transfers between Entity A and Acreage; and
d. The purpose of the round-trip transfer was to inflate Acreage’s cash balance
at the end of FY 2019.
130. Approximately three months later, Leibowitz again gave a knowingly false
explanation to Audit Firm A for the transaction in connection with Audit Firm A’s audit of
Acreage’s FY 2019 financial statements, this time in writing.
131.  On May 28, 2020, Leibowitz sent an email (“May 28, 2020 email”) to Audit Firm A
in which he again referenced the Anonymous Complaint.
132. Leibowitz sent his May 28, 2020 email after reviewing a draft of Acreage’s
management representation letter for the FY 2019 audit that Audit Firm A had circulated, which did
not include a reference to the Anonymous Complaint.
133. In the May 28, 2020 email, Leibowitz described the Anonymous Complaint as
“indicating that [Acreage] had erroneously reported [its] cash balance at year end 2019 as a result of
cash erroneously received from [Entity A].”
134. Leibowitz wrote that the cash transfer that Acreage received from Entity A in late
December 2019 was “for repayments of an outstanding loan and management fee,” but that the
transfer was “determined to be an incorrect cash payment made at the [Entity A] level” and that the
“money was returned to [Entity A] on January 2, 2020 once the error was identified.”
135. Leibowitz’s statements to Audit Firm A in the May 28, 2020 email were false and
misleading because the true facts, as Leibowitz knew but failed to disclose, were that:
a. Entity A transferred the funds to Acreage in December 2019 because

21
Acreage senior management directed Entity A to do so and assured Entity A
that Acreage would return those funds in early January 2020 as part of a
round-trip payment, and not as part of bona fide repayments by Entity A “of
an outstanding loan and management fee” owed to Acreage;
b. Acreage senior management returned the funds in early January 2020 because
it planned to do so from the outset, not because Acreage later “determined
[it] to be an incorrect cash payment made at the [Entity A] level” or returned
the money in early January 2020 “once the error was identified”;
c. Acreage senior management, including Leibowitz, participated in directing
the cash transfers between Entity A and Acreage; and
d. The purpose of the round-trip transfer was to inflate Acreage’s cash balance
at the end of FY 2019.
136. On May 29, 2020, Acreage provided Audit Firm A with its management
representation letter for the FY 2019 audit, which Leibowitz signed.
137. The management representation letter incorporated by reference Leibowitz’s May 28,
2020 email, as follows:  “Except as discussed in a memo provided to you on May 28, 2020, we have
not received any communications, nor do we have knowledge of any fraud, allegations of fraud or
suspected fraud affecting Acreage involving” management, employees who have a significant role in
internal control, or others.
138. Because it incorporated Leibowitz’s false and misleading May 28, 2020 email, the
management representation letter, as Leibowitz knew or recklessly disregarded, was false and
misleading.
139. In addition, the management representation letter was false and misleading also
because Leibowitz had knowledge of the following undisclosed facts relating to fraud, allegations of

22
fraud or suspected fraud affecting Acreage involving management, employees who have a significant
role in internal control, or others:
a. Entity A transferred the funds to Acreage in December 2019 because
Acreage senior management directed Entity A to do so and assured Entity A
that Acreage would return those funds in early January 2020 as part of a
round-trip payment, and not as part of bona fide repayments by Entity A “of
an outstanding loan and management fee” owed to Acreage;
b. Acreage senior management returned the funds in early January 2020 because
it planned to do so from the outset, not because Acreage later “determined
[it] to be an incorrect cash payment made at the [Entity A] level” or returned
the money in early January 2020 “once the error was identified”;
c. Acreage senior management, including Leibowitz, participated in directing
the cash transfers between Entity A and Acreage; and
d. The purpose of the round-trip transfer was to inflate Acreage’s cash balance
at the end of FY 2019.
140. The undisclosed facts described in paragraphs 129, 135, and 139 would have been
important to a reasonable auditor because, among other reasons, they would have impacted the
auditor’s assessment of management integrity and other risk assessments and caused the auditor to
consider whether additional audit procedures were necessary.
141. The undisclosed facts described in paragraphs 129, 135, and 139 would have been
important to Audit Firm A because they would have impacted Audit Firm A’s: (i) assessment of
management integrity; (ii) assessment of audit risk and consideration of whether to escalate concerns
to Audit Firm A’s senior leadership; (iii) consideration of whether to conduct additional audit
procedures; and (iv) assessment of Acreage’s accounting and disclosures relating to the cash

23
transfers with Entity A.
IV. Leibowitz Agreed to Tolling Any Applicable Statute of Limitations
142. On October 11, 2024, Leibowitz entered into a tolling agreement with the
Commission.  The tolling agreement specifies a period of time (a “tolling period”) in which the
“running of any statute of limitations applicable to any action or proceeding against Leibowitz
authorized, instituted, or brought by . . . the Commission  . . . arising out of the [Commission’s
investigation of Leibowitz’s conduct], including any sanctions or relief that may be imposed therein,
is tolled and suspended[.]”  The tolling agreement further provides that Leibowitz and any of his
agents or attorneys “shall not include the tolling period in the calculation of the running of any
statute of limitations or for any other time-related defense applicable to any proceeding, including
any sanctions or relief that may be imposed therein, in asserting or relying upon any such time-
related defense.”
143. The tolling agreement tolled the running of any limitations period or any other time-
related defenses to the allegations in this Complaint for a period of 90 days, beginning on October
15, 2024 and ending on January 13, 2025.
FIRST CLAIM FOR RELIEF
Violations of Exchange Act Rule 13b2-2

144. The Commission realleges and incorporates by reference here the allegations in
paragraphs 1 through 143.
145. Leibowitz, directly or indirectly, made or caused to be made materially false or
misleading statements to an accountant in connection with audits, reviews, or examinations of
Acreage’s financial statements or in the preparation or filing of Acreage’s documents or reports
required to be filed with the SEC; or omitted to state, or caused another person to omit to state,
material facts necessary in order to make statements made, in light of the circumstances under which
such statement were made, not misleading, to an accountant in connection with audits, reviews, or

24
examinations of Acreage’s financial statements or in the preparation or filing of Acreage’s
documents or reports required to be filed with the SEC.
146. By reason of the foregoing, Leibowitz violated and, unless enjoined, will again
violate, Rule 13b2-2 under the Exchange Act [17 C.F.R. § 240.13b2-2].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Rule 13b2-1

147. The Commission realleges and incorporates by reference here the allegations in
paragraphs 1 through 143.
148. By reason of the conduct alleged above, Leibowitz, directly or indirectly, falsified or
caused to be falsified books, records, or accounts of Acreage subject to Section 13(b)(2)(A) of the
Exchange Act [15 U.S.C § 78m(b)(2)(A)].
149. By reason of the foregoing, Leibowitz violated and, unless enjoined, will again
violate, Rule 13b2-1 under the Exchange Act [17 C.F.R. § 240.13b2-1].
THIRD CLAIM FOR RELIEF
Violations of Exchange Act Section 13(b)(5)

150. The Commission realleges and incorporates by reference here the allegations in
paragraphs 1 through 143.
151. By engaging in the conduct described above, Leibowitz knowingly falsified Acreage’s
books and records.
152. By reason of the foregoing, Leibowitz violated and, unless enjoined, will again
violate, Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)].
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Acreage’s
Violations of Exchange Act Section 13(b)(2)(A)

153. The Commission realleges and incorporates by reference here the allegations in
paragraphs 1 through 143.

25
154. By reason of the foregoing, Acreage was an issuer with a class of securities registered
pursuant to Exchange Act Section 12 and failed to make and keep books, records, and accounts,
which, in reasonable detail, accurately and fairly reflected Acreage’s transactions and dispositions of
its assets.
155. Leibowitz knowingly or recklessly provided substantial assistance to Acreage with
respect to its violations of Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)].
156. By reason of the foregoing, Leibowitz is liable pursuant to Exchange Act Section
20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Acreage’s violations of Exchange Act Section
13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)], and, unless enjoined, will again aid and abet such violations.
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Leibowitz and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Rules 13b2-1 and 13b2-2 [17 C.F.R.
§§ 240.13b2-1 and 240.13b2-2], and from aiding and abetting any violations of Section 13(b)(2)(A)
of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)].
II.
Permanently prohibiting Leibowitz from acting in an accounting or financial reporting role
at a public company in connection with the preparation of financial statements filed with the
Commission, providing substantial assistance to a public company in the preparation of financial
statements filed with the Commission, or acting as an auditor on a public company audit. For
purposes of this paragraph: (1) “Accounting or financial reporting role” means participating in the

26
preparation of financial statements; decisions about financial reporting; the creation or
implementation of accounting policies; or decisions about accounting treatment, and (2) “Public
company” means a company, foreign or domestic, that files financial statements with the
Commission.
III.
Ordering Leibowitz to pay civil monetary penalties under Exchange Act Section 21(d)(3) [15
U.S.C. § 78u(d)(3)].
IV.
Granting any other and further relief this Court may deem just and proper.

JURY DEMAND
 The Commission demands a trial by jury.
Dated: New York, New York
March 14, 2025
/s/ Russell J. Feldman
Antonia M. Apps
Thomas P. Smith, Jr.
George N. Stepaniuk
Russell J. Feldman
Kiran Patel
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-9144 (Feldman)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Thomas P. Smith, Jr. 
George N. Stepaniuk 
Russell J. Feldman 
Kiran Patel 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-9144 (Feldman) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
GLEN LEIBOWITZ,    
  
                                             Defendant.  
 

 
 
COMPLAINT 

   
25 Civ. 2155 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendant Glen Leibowitz (“Leibowitz” or “Defendant”), alleges as follows: 

SUMMARY 

1. This action involves federal securities law violations committed by Leibowitz, while 

serving as the Chief Financial Officer (“CFO”) of a publicly traded company in the cannabis 

industry, Acreage Holdings, Inc. (“Acreage”).  As alleged herein, from December 2019 to May 2020, 

Leibowitz falsified Acreage’s accounting records and lied to Acreage’s auditor about a sham round-

trip transaction designed to artificially inflate Acreage’s cash balance for the fiscal year ended 

December 31, 2019 (“FY 2019”). 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 1 of 26



  

 2 

2. With Leibowitz’s knowledge and active participation, Acreage caused an affiliated 

but unconsolidated entity (“Entity A”) to transfer approximately $4.2 million to Acreage on 

December 26, 2019 with the express understanding that Acreage would return the exact same 

amount at the beginning of the new year—which it did on January 3, 2020.  Leibowitz knew that the 

round-trip transfer had no economic substance or legitimate business purpose and was intended to 

bolster Acreage’s publicly reported year-end cash balance. 

3. The receipt of the money from Entity A increased Acreage’s existing cash balance as 

of December 31, 2019 by over 15%, from approximately $26.5 million to approximately $30.7 

million.  Leibowitz’s conduct contributed to Acreage’s accounting staff’s creation of journal entries 

that mischaracterized the round-trip transaction and concealed its true purpose. 

4. After certain employees’ concerns about the transaction were escalated to a member 

of Acreage’s board of directors and the director (“Director A”) began making inquiries, Leibowitz 

directed Acreage’s accounting staff to record an additional journal entry that effectively reversed the 

round-trip transaction by making it falsely appear as if Acreage had returned the funds in December 

2019 rather than January 2020.  As a result, the money that Acreage received from Entity A was 

ultimately not included in Acreage’s publicly reported financial statements for FY 2019. 

5. Although the fraud had been aborted, Leibowitz proceeded to lie about the 

transaction on multiple occasions to Acreage’s outside auditor (“Audit Firm A”) during its audit of 

Acreage’s FY 2019 financial statements in order to cover up his participation in the planned scheme.  

6. Initially, Leibowitz falsely told Audit Firm A that Entity A had sent the money to 

Acreage of its own accord, as repayment of an outstanding debt, and that Acreage returned the 

money only because Acreage learned in January 2020 that Entity A’s board of directors had not 

approved the payment.  Then, in a later email to Audit Firm A in May 2020, Leibowitz described 

Entity A’s transfer of the funds in December 2019 as an “incorrect cash payment made at the 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 2 of 26



  

 3 

[Entity A] level” and claimed that Acreage sent the money back in January 2020 once the “error” 

was identified.  

7. These statements were materially false and misleading because, as Leibowitz knew 

but never disclosed to Audit Firm A, Acreage had directed Entity A to send the money before year-

end and planned from the outset to return the money to Entity A immediately after year-end.  Nor 

did Leibowitz disclose his own knowledge about the true nature of and his participation in the 

transaction, the involvement of other members of senior management in arranging the round-trip 

transfers, or that the purpose of the transfers was to inflate Acreage’s FY 2019 cash balance. 

8. In May 2020, Leibowitz also signed Acreage’s management representation letter to 

Audit Firm A, which was false and misleading because it incorporated by reference his May 2020 

email discussed above. 

VIOLATIONS 

9. By virtue of the foregoing conduct and as alleged further herein, Leibowitz has 

violated Section 13(b)(5) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§ 78m(b)(5)], and Rules 13b2-1 and 13b2-2 [17 C.F.R. §§ 240.13b2-1 and 240.13b2-2]; and aided and 

abetted Acreage’s violations of Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)]. 

10. 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 

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

Exchange Act Section 21(d) [15 U.S.C. § 78u(d)].  

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

violating Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2, and from aiding and 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 3 of 26



  

 4 

abetting violations of Section 13(b)(2)(A) of the Exchange Act; (b) prohibiting Defendant from 

acting in an accounting or financial reporting role at a public company in connection with the 

preparation of financial statements filed with the Commission, providing substantial assistance to a 

public company in the preparation of financial statements filed with the Commission, or acting as an 

auditor on a public company audit; (c) ordering Defendant to pay civil money penalties pursuant to 

Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; and (d) ordering any other and further relief 

the Court may deem just and proper.  

JURISDICTION AND VENUE 

13. This Court has jurisdiction over this action pursuant to Exchange Act Section 27 [15 

U.S.C. § 78aa].  

14. 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. 

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

Defendant may be found in, is an inhabitant of, or transacts 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, Leibowitz and other Acreage employees 

worked at Acreage’s offices in New York, New York, and communicated with other Acreage 

employees and Audit Firm A about the round-trip transfers while located within this District. 

DEFENDANT 

16. Leibowitz, age 55, resides in New York, New York, and was Acreage’s CFO from 

March 2018 to April 2021.  Leibowitz is a certified public accountant and has been licensed in New 

York since 1996.  After leaving Acreage, he was the CFO at another publicly traded company, from 

November 2022 until his resignation on November 15, 2024.   

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 4 of 26



  

 5 

OTHER RELEVANT INDIVIDUALS AND ENTITIES 

17. Acreage is a company in the cannabis industry and is headquartered in New York, 

New York and incorporated in British Columbia, Canada.  At the time of the events described 

herein, Acreage had a class of securities registered pursuant to Section 12(g) of the Exchange Act; its 

subordinate voting shares were listed on the Canadian Securities Exchange and quoted in the United 

States on the OTCQX; and Acreage was a reporting company pursuant to Section 13(a) of the 

Exchange Act. 

18. Entity A is a nonprofit corporation that operates therapeutic cannabis dispensaries 

in multiple locations and online.  During the time of the events described herein, Entity A was 

affiliated with Acreage through certain contractual relationships. 

FACTS 

I. Background 

A. Acreage’s Relationship with Entity A  
 
19. Acreage operates its cannabis business through subsidiaries in several states.  Acreage 

also had relationships in certain states with entities that were not subsidiaries, including Entity A. 

20. As a separate entity that was not owned by Acreage, Entity A’s financial results were 

not consolidated with Acreage’s financial results.  Accordingly, cash and other assets held by Entity 

A were not included in Acreage’s financial statements. 

21. Acreage, through one of its subsidiaries, had contractual arrangements with Entity A.  

Those arrangements included a Management Consulting and Service Agreement (“Services 

Agreement”), pursuant to which Acreage provided certain services to Entity A in exchange for fees 

from Entity A, as well as a line of credit pursuant to which Acreage lent money to Entity A.   

22. The services that Acreage contracted to provide to Entity A included billing, day-to-

day operational support, employee training, and financial oversight, controls, planning, and access to 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 5 of 26



  

 6 

capital. 

23. Between approximately 2016 and 2019, Acreage generally did not require Entity A to 

make payments for the management fees owed pursuant to the Services Agreement or to repay 

amounts owed pursuant to the line of credit.  Instead, Acreage allowed those amounts to accrue 

over time. 

B. Acreage’s Cash Shortfall in Late 2019   
 
24. In late 2019, as the end of FY 2019 approached, Acreage’s senior management 

became increasingly concerned about Acreage’s cash balance.   

25. On November 26, 2019, an Acreage senior officer (“Officer A”) emailed Leibowitz 

with the subject line “Cash Flow” and wrote:  “Let’s discuss tomorrow.  All of our competitors are 

showing [cash flow] positive.  Why are we so far off?” 

26. During this period, industry analysts were focused on the cash balances at companies 

in the cannabis industry, including Acreage.  Cash was an important metric for investors in the 

cannabis industry due to the relative unavailability of more traditional sources of financing such as 

bank loans.  

27. As Leibowitz and other members of senior management knew, Acreage’s cash 

balance was separately reported in Acreage’s financial statements, including in financial statements 

that Acreage was required to file with the Commission with Acreage’s annual report on Form 10-K 

for FY 2019, which would reflect the cash balance as of December 31, 2019. 

28. As a result of Acreage’s looming cash shortfall, Acreage’s senior management 

considered potential ways to increase Acreage’s cash balance in late 2019. 

C. Entity A’s Bona Fide Debt Repayment Proposal  

29. Among other options, members of Acreage’s senior management explored the 

possibility of having Entity A repay some of the amounts it owed to Acreage. 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 6 of 26



  

 7 

30. As of December 2019, pursuant to a line of credit, Entity A had borrowed 

approximately $4.5 million from Acreage and owed Acreage over $1.5 million in accrued interest.  

31. Around that same time, discussions ensued between Acreage and Entity A about a 

proposed repayment of a portion of this debt.    

32. On December 5, 2019, Leibowitz received an email from an Acreage employee 

(“Employee A”) whose role included providing accounting services for Entity A.  The email was in 

response to a request for information from Leibowitz and a senior member of Acreage’s accounting 

department (“Employee B”). 

33. Employee A’s email summarized the status of Entity A’s proposed debt repayment. 

34. Specifically, Employee A’s email stated that Entity A had a “sizeable cash balance 

that can be used to make a proposed $1.5 [million] lump sum interest payment and then pay the 

remaining outstanding interest over the subsequent 12 months.”  The email noted that while Entity 

A had significantly more than $1.5 million in cash on hand, $2 million of those funds were 

earmarked for specific capital expenditures in 2020, including the opening of a second dispensary 

that Acreage had previously approved.  The email also stated that Entity A’s board of directors was 

reviewing the proposed repayment plan; had given a “soft approval” for the $1.5 million lump sum 

payment; and was expected to formally approve the plan at the next board meeting in late January or 

early February 2020. 

II. The Fraudulent Round-Trip Cash Transfer At Year-End 2019  
 

35. However, Acreage’s senior management subsequently embarked on a different, and 

fraudulent, plan to increase Acreage’s cash balance.   

36. In late December 2019, Acreage’s senior management decided to have Entity A 

temporarily transfer virtually all of its available cash (over $4 million) to Acreage before the end of 

2019, with an unconditional assurance that Acreage would send the full amount right back to Entity 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 7 of 26



  

 8 

A in early January 2020.  

37. Leibowitz knew that the purpose of this plan was to artificially increase Acreage’s 

reported cash balance at the end of FY 2019 and participated in arranging the transfers. 

A. Leibowitz Actively Participated in the Round-Trip Scheme With Knowledge 
of Its Improper Purpose 

 
38. On December 22, 2019, Leibowitz had several calls with Officer A or another 

Acreage senior officer (“Officer B”).  

39. During those calls with Officer A and Officer B, Leibowitz learned about the details 

of a plan to have Entity A transfer over $4 million to Acreage in late December 2019 and for 

Acreage to send the funds right back to Entity A in early January 2020. 

40. That same afternoon, Officer B also called Employee A and left a voicemail. 

41. In his voicemail to Employee A, Officer B stated as follows: “Just giving you a call to 

let you know [Entity A’s Chief Executive Officer (“CEO”) is] going to be calling you.  They’re 

gonna wire approximately $4.5 million to the Acreage account just to show cash in our account, then 

we’re gonna put it back, but he needs to know what are [sic] outstanding as far as payables so we 

leave sufficient funds in there so no checks bounce.”  

42. Almost immediately thereafter, Leibowitz spoke again with Officer B. 

43. Moments after Leibowitz finished speaking with Officer B, Leibowitz texted the 

following to Employee A: “When you have a chance can you please call me and I can explain what 

we are doing [with Entity A]?”   

44. Leibowitz and Employee A spoke on the phone twice later that day.   

45. On those calls, Leibowitz conveyed to Employee A that Entity A was going to help 

Acreage bolster its balance sheet at year-end by temporarily transferring approximately $4.5 million 

to Acreage before December 31, 2019, and that Acreage would return the money to Entity A shortly 

after December 31, 2019, through what Leibowitz falsely characterized as a “capital call.” 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 8 of 26



  

 9 

46. At Acreage, the term “capital call” referred to a process by which Acreage 

subsidiaries or affiliates could request funding for specified projects or other capital expenditure 

needs, after which Acreage would assess the request and determine whether or not to fund it.  

47. Contrary to Leibowitz’s statements to Employee A, no such “capital call” process 

occurred or was contemplated by Acreage in connection with the planned round-trip transfer. 

48. Nor at any time did Acreage and Entity A discuss a “capital call” process with 

respect to the planned round-trip transfer, wherein Entity A would have to justify the amount it 

requested based on its upcoming capital spending needs for specific projects and Acreage would 

then assess those needs and decide, in its sole discretion, whether to approve sending the requested 

funds. 

49. To the contrary, as Leibowitz knew from his conversations with Officer A and 

Officer B, Acreage planned from the outset to return the money to Entity A right after the end of 

FY 2019 without any such “capital call” process occurring.  

50. Employee A understood from his December 22, 2019 calls with Leibowitz that 

Leibowitz was asking him to have Entity A send all of its available cash—less a small amount to 

cover Entity A’s immediate expenses—to Acreage. 

51. On their December 22, 2019 calls, Leibowitz also instructed Employee A on how to 

record the transfers on Acreage’s accounting records.   

52. One option proposed by Leibowitz to Employee A was to record the incoming 

transfer as a short-term bridge loan from Entity A to Acreage—even though there was no 

documentation for such a loan or any information available concerning the terms of any purported 

loan, such as the principal amount of the loan, the rate of interest, or the due date for repayment of 

the principal.  

53. Another option proposed by Leibowitz, which was inconsistent with the prior 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 9 of 26



  

 10 

option, was to treat the transfer from Entity A as a repayment of debt that Entity A owed to 

Acreage. 

54. Leibowitz told Employee A, in substance, that he needed to “bury” the incoming 

transfer from Entity A somewhere in Acreage’s books.  

55. Employee A understood that Leibowitz was instructing him to account for the cash 

transfer from Entity A in a way that would not attract scrutiny from Acreage’s outside auditors. 

56. Employee A was alarmed by what Leibowitz told him and expressed his concerns to 

Leibowitz about the propriety of what Leibowitz had directed him to do.  

57. Employee A did not carry out Leibowitz’s instructions.  

58. On December 22, 2019, Leibowitz also exchanged text messages with Officer A 

shortly after Leibowitz’s second conversation with Employee A ended.  

59. In one of those text messages, Officer A asked Leibowitz to “add in the $4.5 million 

dollars from [Entity A]” to a slide deck being prepared for potential investors in Acreage.  Leibowitz 

responded: “I had it already in the Q4 19 balance.  You just made it reality.  So now it will be in the 

financial statements.” 

60. Leibowitz then continued to execute the round-trip scheme. 

61. On December 23, 2019, Leibowitz sent a follow-up email to Employee A instructing 

Employee A to transfer $4.5m from Entity A to Acreage.   

62. Leibowitz stated in his email, which also copied Employee B (a senior accounting 

employee), that the transfer would be “accounted for as short term financing” and that Acreage 

would send the money “back on January 2,” pursuant to what Leibowitz again falsely characterized 

as a “capital call.”   

63. Employee A responded to Leibowitz by raising a number of issues with the request, 

including the fact that he did not have the ability to send wires from Entity A, and that “there is only 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 10 of 26



  

 11 

$4.3m through all of [Entity A’s] bank accounts and [Entity A’s] outstanding payables”—a reference 

to Entity A’s immediate expense obligations—“currently account for $150k,” thereby leaving only 

approximately $4.15 million available to be transferred.  

64.  Leibowitz replied: “Understand, [Officer A] has discussed the transfer with the 

[Entity A] contact . . . $4.3m will be sent.  Just note the accounting.” 

65. At around this time, Officer A, Officer B, and an additional senior officer of Acreage 

(“Officer C”) spoke by telephone with Entity A’s CEO to implement the plan.   

66. During that call, Officer A directed Entity A’s CEO to send all of Entity A’s cash to 

Acreage, except for what was needed to cover Entity A’s immediate short-term expenses. 

67. During that call, Officer A also unconditionally assured Entity A’s CEO that Acreage 

would return the money to Entity A at the beginning of January 2020.  There was no discussion of 

Entity A making a “capital call” to Acreage as a necessary predicate for Acreage to return the money 

to Entity A after year-end.  

68. Entity A’s CEO initially objected to the direction from Officer A, but ultimately 

acquiesced.  

69. Entity A’s CEO asked that Acreage put in writing the unconditional assurance that 

Acreage would return the money to Entity A at the beginning of January 2020. 

70. On December 24, 2019, Acreage provided that written assurance in an email sent by 

Officer B to Entity A’s CEO.  Leibowitz was copied on that email. 

71. In that email, Officer B wrote that:  

a. “[W]e have requested that you wire all available funds (not including those 

needed to cover outstanding liabilities) to the Acreage corporate account” 

and reiterated the unconditional assurance that “[t]he funds that will be wired 

into the Acreage account will be returned in whole on January 2nd”;   

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 11 of 26



  

 12 

b. Acreage’s request for Entity A’s money was being made “in an effort to 

clarify our revenues and cash on-hand for potential investors”; and  

c. “Glen [Leibowitz] will follow-up with the Acreage wire information and 

confirmation of your outstanding liabilities.”   

72. Leibowitz responded to Officer B’s December 24, 2019 email the same day, writing 

in an email to Entity A’s CEO that “Per my discussion with [Employee A] there is approximately 

$200,000 of outstanding liabilities for [Entity A]”—again a reference to Entity A’s immediate 

expense obligations.  In that email, Leibowitz provided Entity A’s CEO with instructions for wiring 

the funds to Acreage.  

73. After this email, Leibowitz continued to be in close communication with Officer A 

and Officer B and was aware of the relevant details concerning the plans for the round-trip cash 

transfer.   

74. For example, Leibowitz spoke with Officer A by phone approximately ten minutes 

after Leibowitz sent the wire instructions to Entity A’s CEO in the email quoted above.  In the next 

hour and a half after that call, Leibowitz spoke two more times with Officer A and once with 

Officer B. 

75. Entity A’s CEO initiated a wire transfer request later in the day on December 24, 

2019, instructing Entity A’s bank to wire $4,164,458.06 to Acreage’s bank account. 

76. After Entity A’s wire transfer was initiated, an Entity A employee received an alert 

from Entity A’s bank about the transfer.  After receiving that alert, the Entity A employee wrote to 

Entity A’s CEO, asking “Do you know what this is for?”   

77. Entity A’s CEO responded as follows:  “I received a request from Acreage this week 

to transfer funds from the [Entity A] account to their account and the funds will be transferred back 

on January 2nd. . . .  Enough funds have been left in the payroll and operating account to cover the 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 12 of 26



  

 13 

next pay period on Thursday the 2nd and for any outgoing payments, ~$200k in total.”   

78. The $4,164,458.06 that was wired from Entity A’s bank account arrived in Acreage’s 

bank account on December 26, 2019 and remained there until January 3, 2020.   

79. Entity A’s cash transfer to Acreage was neither a bona fide repayment of debt that 

Entity A owed Acreage nor a bona fide short term financing, as Entity A’s CEO and Acreage’s 

senior management, including Leibowitz, understood from the outset that the money would be 

temporarily parked in Acreage’s bank account for just a few days at the end of December 2019 

before Acreage returned that money to Entity A in early January 2020.  

80. The receipt of this money from Entity A increased Acreage’s existing cash balance as 

of December 31, 2019 by over 15%, from approximately $26.5 million to approximately $30.7 

million. 

81. On December 27, 2019, Leibowitz sent a text message to Officer A and Officer B, 

stating “4.164m received from [Entity A][.]”  Officer B responded, “Good news[,]” and Officer A 

added “Amen. Thank you[.]”  

82. On December 31, 2019, Officer C spoke with Leibowitz by phone.   

83. During their phone conversation, Officer C relayed to Leibowitz what he had heard 

on the earlier group call with Entity A’s CEO, including the fact that Officer A had unconditionally 

assured Entity A’s CEO that Acreage would return the money in early January 2020.  

84. Officer C expressed concerns to Leibowitz that the cash transfers did not make any 

legitimate business sense.   

85. Officer C also expressed particular concern to Leibowitz that Acreage, a public 

company, was receiving the funds from Entity A so close to the end of its fiscal year with the 

express understanding that Acreage would send the money right back to Entity A shortly after the 

end of the fiscal year.  

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 13 of 26



  

 14 

86. In response, Leibowitz told Officer C that he would look into the transaction and get 

back to him, but Leibowitz failed to tell Officer C that Leibowitz was already aware of the 

transaction and its round-trip nature and was involved in carrying out the scheme.  

87. In fact, following his call with Officer C, Leibowitz continued to take steps to carry 

out the round-trip transaction.   

88. On January 2, 2020, Entity A’s CEO sent an email to Leibowitz following up on the 

December 24, 2019 email chain and requesting reconfirmation that, as agreed, Acreage would now 

be returning the money. 

89. Entity A’s CEO wrote as follows: “Glen [Leibowitz], Happy New Year!  Confirming 

that the wire will be coming back to the [Entity A] account today or tomorrow.  Please let me know 

when you can and if you need wire instructions, I can provide.” 

90. Within an hour and a half after that email was sent, Employee B (a senior accounting 

employee) emailed Entity A’s CEO asking for wire instructions for Entity A.  Entity A’s CEO 

provided the wire instructions, and Employee B circulated a wire transfer request form to Leibowitz 

and Officer B.  

91. In response, Leibowitz wrote “Great, approved!”  Officer B also responded, 

“Approved.” 

92. On January 3, 2020, Acreage wired $4,164,458.06—the exact same amount that 

Entity A had wired to Acreage just one week earlier on December 26, 2019—back to Entity A.  

B. Acreage’s False Journal Entries Recording the Round-Trip Transfers 
 

93. Acreage’s accounting staff made journal entries that falsified Acreage’s accounting 

records by mischaracterizing the transfer from Entity A—first as a repayment of debt by Entity A to 

Acreage and then as a short-term financing (i.e. a loan) from Entity A to Acreage.    

94. Specifically, on January 3, 2020, Acreage accounting staff made a journal entry that 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 14 of 26



  

 15 

recorded Acreage’s receipt of the funds from Entity A on December 26, 2019 as a debit to Acreage’s 

bank account, an asset account, and a credit to “Investments – Consolidated: Investment in [Entity 

A],” also an asset account.  

95. The effect of this journal entry was to increase the amount of cash in Acreage’s bank 

account balance, and to decrease the amount that Entity A owed to Acreage under the line of credit, 

in the amount of the transfer.  

96. In other words, the journal entry treated the December 26, 2019 cash transfer from 

Entity A to Acreage as a bona fide repayment of debt that Entity A owed to Acreage under the line 

of credit. 

97. The January 3, 2020 journal entry was false because the December 26, 2019 cash 

transfer from Entity A to Acreage was not a bona fide repayment of debt from Entity A to Acreage.  

98. Prior to the January 3, 2020 journal entry, Leibowitz withheld full and accurate 

information about the transaction from Acreage’s accounting staff—including the fact that Acreage 

assured Entity A at the outset that the December 26, 2019 cash transfer would be returned 

immediately after year-end. 

99. Following the January 3, 2020 journal entry, Leibowitz had discussions with senior 

accounting personnel at Acreage about the need to change the accounting treatment for the 

transfers, while continuing to conceal the pre-planned nature of the return transfer. 

100. Following those discussions, on January 7, 2020, Acreage accounting staff revised the 

January 3, 2020 journal entry recording the receipt of the money from Entity A on December 26, 

2019, changing the account for the credit entry from the asset account “Investments - Consolidated: 

Investment in [Entity A]” to “Other Current Liabilities,” a liability account.   

101. The effect of this journal entry was to reverse the reduction in the amount that 

Entity A owed to Acreage under the line of credit reflected in the prior journal entry, and to instead 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 15 of 26



  

 16 

increase Acreage’s unspecified short-term indebtedness by the amount of the transfer.  The prior 

debit to the bank account balance (i.e. increase) remained unchanged.   

102. This entry was false because the December 26, 2019 cash transfer from Entity A to 

Acreage was not bona fide short-term financing provided by Entity A to Acreage. 

103. Leibowitz caused the January 3, 2020 and January 7, 2020 journal entries to be 

falsified because, among other reasons, he participated in arranging the underlying sham round-trip 

transaction and withheld full and accurate information about the transaction from Acreage’s 

accounting staff.  

104. As a result of both the January 3, 2020 and January 7, 2020 journal entries, the 

general ledger balance for Acreage’s bank (i.e. cash) account as of December 31, 2019 was overstated 

by approximately $4.2 million (i.e. the amount of the cash transfer from Entity A). 

105. During January 2020, multiple Acreage employees raised questions and concerns 

about the propriety of the year-end cash transfers between Entity A and Acreage. 

106. On January 11, 2020, an Acreage employee sent an email to Officer C outlining a 

number of concerns with Acreage’s management, including that Acreage was “[e]ngaging in what 

appears to me as potentially Accounting Fraud w four mm from [Entity A] . . . coming onto a public 

company balance sheet just days before the end of a reporting period, without public 

announcement. . . . [and] leaving the corporate balance back to [Entity A] just days after the quarter 

and year end.”  

107. On January 12, 2020, this same Acreage employee forwarded this email to a member 

of Acreage’s board of directors (“Director A”).   

108. Director A was alarmed by the email and immediately reached out to another 

director to discuss its allegations. 

109. On January 14 and January 15, 2020, Director A contacted Leibowitz with questions 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 16 of 26



  

 17 

and concerns regarding the propriety of the cash transfers between Entity A and Acreage and 

confronted Leibowitz about whether those transfers were part of a planned round-trip transaction.  

110. In response, Leibowitz lied to Director A. 

111. Rather than disclose the true facts about the transfers with Entity A—including the 

fact that, as Leibowitz knew, Acreage had expressly assured Entity A at the outset that Acreage 

would return the money in early January 2020—he falsely told Director A that the December 26, 

2019 cash transfer from Entity A was a repayment of amounts owed to Acreage under the line of 

credit and that Acreage returned the money to Entity A in January 2020 only because Acreage later 

learned that Entity A had lacked board approval to transfer the money to Acreage. 

112. A few days after Leibowitz’s communications with Director A, Leibowitz caused a 

new journal entry to be recorded that once again changed the manner in which Acreage accounted 

for the cash transfers. 

113. Specifically, on January 17, 2020, Acreage accounting staff, at Leibowitz’s direction, 

recorded a journal entry dated December 31, 2019 that showed Acreage returning the money to 

Entity A on December 31, 2019, three days before the return wire actually occurred.  

114. This journal entry consisted of a debit to “Other Current Liabilities” (i.e. a decrease) 

in the amount of the transfer and a credit to Acreage’s bank account balance (also a decrease) in the 

same amount, both occurring as of December 31, 2019.  

115. The effect of this journal entry was to decrease the amount of cash in Acreage’s bank 

account balance, and to decrease Acreage’s unspecified short-term indebtedness, by the amount of 

the return transfer as of December 31, 2019. 

116. This journal entry effectively reversed the December 26, 2019 cash transfer from 

Entity A to Acreage from an accounting perspective, essentially treating the cash transfers as if they 

had both occurred in December 2019 and cancelled each other out. 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 17 of 26



  

 18 

117.  As a result, the money that Acreage received from Entity A in December 2019 was 

not included in Acreage’s cash balance in the FY 2019 financial statements that Acreage provided to 

Audit Firm A or that Acreage included in its annual report on Form 10-K filed with the 

Commission on May 29, 2020. 

118. Although the January 17, 2020 journal entry negated the impact of Entity A’s cash 

transfer on Acreage’s publicly reported financial statements for FY 2019, that journal entry was only 

made after Director A intervened and confronted Leibowitz about the round-trip transaction.  

119. The January 17, 2020 journal entry was false because, as noted above, it reflected 

Acreage returning the money to Entity A on December 31, 2019, three days before the return wire 

actually occurred.  

III. Leibowitz’s Materially False and Misleading Statements To Audit Firm A 
   

120. During the course of Audit Firm A’s audit of Acreage’s financial statements for FY 

2019, Leibowitz communicated with accountants from Audit Firm A on multiple occasions, both 

orally and in writing, including about instances or allegations of fraud at Acreage. 

121. As detailed below, Leibowitz lied to Audit Firm A about the round-trip cash transfer 

with Entity A to cover up the true facts about the transaction and his own role in implementing the 

scheme to artificially inflate Acreage’s FY 2019 cash balance. 

122. On January 21, 2020, an Acreage employee submitted an anonymous complaint 

through Acreage’s compliance hotline service (“Anonymous Complaint”).  

123. That Anonymous Complaint stated that “[t]here was a size-able cash movement 

between Acreage and one of its affiliated entities near the end of the calendar year that seemed to 

lack a business purpose.”  The complaint also stated that “[m]anagement of Acreage and an affiliated 

entity” were involved. 

124. On February 11, 2020, accountants from Audit Firm A spoke with Leibowitz in 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 18 of 26



  

 19 

connection with its audit of Acreage’s FY 2019 financial statements and inquired, among other 

things, whether he was aware of any instances or allegations of fraud at Acreage during the period 

relevant to the FY 2019 audit.  

125. Leibowitz told the accountants from Audit Firm A about the Anonymous Complaint 

and referenced the transfers of funds between Entity A and Acreage in late December 2019 and 

early January 2020.  

126. Leibowitz also told the accountants that the Anonymous Complaint raised the 

concern that Acreage was trying to show higher cash balances at year end in order to make Acreage’s 

financial situation look better. 

127. However, Leibowitz then proceeded to make materially false and misleading 

statements to the accountants about the transaction. 

128. Just as he falsely represented to Director A, Leibowitz falsely represented to Audit 

Firm A’s accountants during the February 11, 2020 meeting that Entity A had transferred the funds 

to Acreage in late December 2019 to repay Entity A’s outstanding debt to Acreage, and that Acreage 

immediately returned those funds only because it learned from Entity A in early January 2020 that 

Entity A’s board of directors had not approved the payment. 

129. Leibowitz’s statements to Audit Firm A on February 11, 2020 were false and 

misleading because the true facts, as Leibowitz knew but failed to disclose, were that:  

a. Entity A transferred the funds to Acreage in December 2019 because 

Acreage senior management directed Entity A to do so and assured Entity A 

that Acreage would return those funds in early January 2020 as part of a 

round-trip payment, and not because Entity A was repaying an outstanding 

debt to Acreage;  

b. Acreage senior management returned the funds in early January 2020 because 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 19 of 26



  

 20 

it planned to do so from the outset, not because Acreage was informed by 

Entity A that it lacked board approval for the payment; 

c. Acreage’s senior management, including Leibowitz, participated in directing 

the cash transfers between Entity A and Acreage; and 

d. The purpose of the round-trip transfer was to inflate Acreage’s cash balance 

at the end of FY 2019. 

130. Approximately three months later, Leibowitz again gave a knowingly false 

explanation to Audit Firm A for the transaction in connection with Audit Firm A’s audit of 

Acreage’s FY 2019 financial statements, this time in writing. 

131.  On May 28, 2020, Leibowitz sent an email (“May 28, 2020 email”) to Audit Firm A 

in which he again referenced the Anonymous Complaint.  

132. Leibowitz sent his May 28, 2020 email after reviewing a draft of Acreage’s 

management representation letter for the FY 2019 audit that Audit Firm A had circulated, which did 

not include a reference to the Anonymous Complaint. 

133. In the May 28, 2020 email, Leibowitz described the Anonymous Complaint as 

“indicating that [Acreage] had erroneously reported [its] cash balance at year end 2019 as a result of 

cash erroneously received from [Entity A].” 

134. Leibowitz wrote that the cash transfer that Acreage received from Entity A in late 

December 2019 was “for repayments of an outstanding loan and management fee,” but that the 

transfer was “determined to be an incorrect cash payment made at the [Entity A] level” and that the 

“money was returned to [Entity A] on January 2, 2020 once the error was identified.” 

135. Leibowitz’s statements to Audit Firm A in the May 28, 2020 email were false and 

misleading because the true facts, as Leibowitz knew but failed to disclose, were that:  

a. Entity A transferred the funds to Acreage in December 2019 because 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 20 of 26



  

 21 

Acreage senior management directed Entity A to do so and assured Entity A 

that Acreage would return those funds in early January 2020 as part of a 

round-trip payment, and not as part of bona fide repayments by Entity A “of 

an outstanding loan and management fee” owed to Acreage;  

b. Acreage senior management returned the funds in early January 2020 because 

it planned to do so from the outset, not because Acreage later “determined 

[it] to be an incorrect cash payment made at the [Entity A] level” or returned 

the money in early January 2020 “once the error was identified”;  

c. Acreage senior management, including Leibowitz, participated in directing 

the cash transfers between Entity A and Acreage; and 

d. The purpose of the round-trip transfer was to inflate Acreage’s cash balance 

at the end of FY 2019. 

136. On May 29, 2020, Acreage provided Audit Firm A with its management 

representation letter for the FY 2019 audit, which Leibowitz signed.  

137. The management representation letter incorporated by reference Leibowitz’s May 28, 

2020 email, as follows:  “Except as discussed in a memo provided to you on May 28, 2020, we have 

not received any communications, nor do we have knowledge of any fraud, allegations of fraud or 

suspected fraud affecting Acreage involving” management, employees who have a significant role in 

internal control, or others. 

138. Because it incorporated Leibowitz’s false and misleading May 28, 2020 email, the 

management representation letter, as Leibowitz knew or recklessly disregarded, was false and 

misleading.  

139. In addition, the management representation letter was false and misleading also 

because Leibowitz had knowledge of the following undisclosed facts relating to fraud, allegations of 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 21 of 26



  

 22 

fraud or suspected fraud affecting Acreage involving management, employees who have a significant 

role in internal control, or others: 

a. Entity A transferred the funds to Acreage in December 2019 because 

Acreage senior management directed Entity A to do so and assured Entity A 

that Acreage would return those funds in early January 2020 as part of a 

round-trip payment, and not as part of bona fide repayments by Entity A “of 

an outstanding loan and management fee” owed to Acreage;  

b. Acreage senior management returned the funds in early January 2020 because 

it planned to do so from the outset, not because Acreage later “determined 

[it] to be an incorrect cash payment made at the [Entity A] level” or returned 

the money in early January 2020 “once the error was identified”;  

c. Acreage senior management, including Leibowitz, participated in directing 

the cash transfers between Entity A and Acreage; and 

d. The purpose of the round-trip transfer was to inflate Acreage’s cash balance 

at the end of FY 2019. 

140. The undisclosed facts described in paragraphs 129, 135, and 139 would have been 

important to a reasonable auditor because, among other reasons, they would have impacted the 

auditor’s assessment of management integrity and other risk assessments and caused the auditor to 

consider whether additional audit procedures were necessary.   

141. The undisclosed facts described in paragraphs 129, 135, and 139 would have been 

important to Audit Firm A because they would have impacted Audit Firm A’s: (i) assessment of 

management integrity; (ii) assessment of audit risk and consideration of whether to escalate concerns 

to Audit Firm A’s senior leadership; (iii) consideration of whether to conduct additional audit 

procedures; and (iv) assessment of Acreage’s accounting and disclosures relating to the cash 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 22 of 26



  

 23 

transfers with Entity A. 

IV. Leibowitz Agreed to Tolling Any Applicable Statute of Limitations  

142. On October 11, 2024, Leibowitz entered into a tolling agreement with the 

Commission.  The tolling agreement specifies a period of time (a “tolling period”) in which the 

“running of any statute of limitations applicable to any action or proceeding against Leibowitz 

authorized, instituted, or brought by . . . the Commission  . . . arising out of the [Commission’s 

investigation of Leibowitz’s conduct], including any sanctions or relief that may be imposed therein, 

is tolled and suspended[.]”  The tolling agreement further provides that Leibowitz and any of his 

agents or attorneys “shall not include the tolling period in the calculation of the running of any 

statute of limitations or for any other time-related defense applicable to any proceeding, including 

any sanctions or relief that may be imposed therein, in asserting or relying upon any such time-

related defense.” 

143. The tolling agreement tolled the running of any limitations period or any other time-

related defenses to the allegations in this Complaint for a period of 90 days, beginning on October 

15, 2024 and ending on January 13, 2025. 

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Rule 13b2-2 

 
144. The Commission realleges and incorporates by reference here the allegations in 

paragraphs 1 through 143. 

145. Leibowitz, directly or indirectly, made or caused to be made materially false or 

misleading statements to an accountant in connection with audits, reviews, or examinations of 

Acreage’s financial statements or in the preparation or filing of Acreage’s documents or reports 

required to be filed with the SEC; or omitted to state, or caused another person to omit to state, 

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

such statement were made, not misleading, to an accountant in connection with audits, reviews, or 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 23 of 26



  

 24 

examinations of Acreage’s financial statements or in the preparation or filing of Acreage’s 

documents or reports required to be filed with the SEC. 

146. By reason of the foregoing, Leibowitz violated and, unless enjoined, will again 

violate, Rule 13b2-2 under the Exchange Act [17 C.F.R. § 240.13b2-2]. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Rule 13b2-1 

 
147. The Commission realleges and incorporates by reference here the allegations in 

paragraphs 1 through 143. 

148. By reason of the conduct alleged above, Leibowitz, directly or indirectly, falsified or 

caused to be falsified books, records, or accounts of Acreage subject to Section 13(b)(2)(A) of the 

Exchange Act [15 U.S.C § 78m(b)(2)(A)]. 

149. By reason of the foregoing, Leibowitz violated and, unless enjoined, will again 

violate, Rule 13b2-1 under the Exchange Act [17 C.F.R. § 240.13b2-1]. 

THIRD CLAIM FOR RELIEF 
Violations of Exchange Act Section 13(b)(5) 

 
150. The Commission realleges and incorporates by reference here the allegations in 

paragraphs 1 through 143. 

151. By engaging in the conduct described above, Leibowitz knowingly falsified Acreage’s 

books and records. 

152. By reason of the foregoing, Leibowitz violated and, unless enjoined, will again 

violate, Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)]. 

FOURTH CLAIM FOR RELIEF 
Aiding and Abetting Acreage’s  

Violations of Exchange Act Section 13(b)(2)(A) 
 

153. The Commission realleges and incorporates by reference here the allegations in 

paragraphs 1 through 143. 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 24 of 26



  

 25 

154. By reason of the foregoing, Acreage was an issuer with a class of securities registered 

pursuant to Exchange Act Section 12 and failed to make and keep books, records, and accounts, 

which, in reasonable detail, accurately and fairly reflected Acreage’s transactions and dispositions of 

its assets. 

155. Leibowitz knowingly or recklessly provided substantial assistance to Acreage with 

respect to its violations of Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)]. 

156. By reason of the foregoing, Leibowitz is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Acreage’s violations of Exchange Act Section 

13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)], and, unless enjoined, will again aid and abet such violations. 

PRAYER FOR RELIEF 

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

Judgment: 

I. 

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

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

Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Rules 13b2-1 and 13b2-2 [17 C.F.R. 

§§ 240.13b2-1 and 240.13b2-2], and from aiding and abetting any violations of Section 13(b)(2)(A) 

of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)].  

II. 

Permanently prohibiting Leibowitz from acting in an accounting or financial reporting role 

at a public company in connection with the preparation of financial statements filed with the 

Commission, providing substantial assistance to a public company in the preparation of financial 

statements filed with the Commission, or acting as an auditor on a public company audit. For 

purposes of this paragraph: (1) “Accounting or financial reporting role” means participating in the 

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 25 of 26



  

 26 

preparation of financial statements; decisions about financial reporting; the creation or 

implementation of accounting policies; or decisions about accounting treatment, and (2) “Public 

company” means a company, foreign or domestic, that files financial statements with the 

Commission. 

III. 

Ordering Leibowitz to pay civil monetary penalties under Exchange Act Section 21(d)(3) [15 

U.S.C. § 78u(d)(3)].  

IV. 

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

 
JURY DEMAND 

 The Commission demands a trial by jury.  

Dated: New York, New York 
March 14, 2025 

/s/ Russell J. Feldman       

Antonia M. Apps 
Thomas P. Smith, Jr. 
George N. Stepaniuk 
Russell J. Feldman 
Kiran Patel 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-9144 (Feldman) 
[email protected]  
  

Case 1:25-cv-02155     Document 1     Filed 03/14/25     Page 26 of 26