SEC v. Grybniak; and Opporty, No. 1:20-cv-327-EK (Feb. 26, 2025) — Judgment

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of any means or instruments of transportation or communication in interstate commerce or by use
of the mails, directly or indirectly:
(2)to obtain money or property by means of any untrue statement of material fact, or any
omission of a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading; or
(3)to engage in any transaction, practice, or course of business which operates or would
operate as a fraud or deceit upon the purchaser.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendants’
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendants or with anyone described in (a).
II.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are
permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C. § 77e]
by, directly or indirectly, in the absence of any applicable exemption:
(a)unless a registration statement is in effect as to a security, making use of any means or
instruments of transportation or communication in interstate commerce or of the mails
to sell such security through the use or medium of any prospectus or otherwise;
(b)unless a registration statement is in effect as to a security, carrying or causing to be
carried through the mails or in interstate commerce, by means or instruments of
transportation, any security for the purpose of sale or for delivery after sale; or
(c)making use of any means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell or offer to buy through the use or

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medium of any prospectus or otherwise any security, unless a registration statement has
been filed with the Commission as to such security, or while the registration statement is
the subject of a refusal order or stop order or (prior to the effective date of the
registration statement) any public proceeding or examination under Section 8 of the
Securities Act [15 U.S.C. § 77h].
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendants’
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendants or with anyone described in (a).
III.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section
21(d)(5) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)(5)], Grybniak
is restrained and enjoined, for three (3) years following the date of entry of this Final Judgment from
participating, directly or indirectly, including, but not limited to, through any entity controlled by
him, in any offering of securities; provided, however, that such injunction shall not prevent
Grybniak from purchasing or selling securities for his own personal account.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Grybniak’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or participation
with Grybniak or with anyone described in (a).

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3001 et seq., and moving for civil contempt for the violation of any Court orders issued in this
action. Grybniak shall pay post judgment interest on any amounts due after 30 days of the entry of
this Final Judgment pursuant to 28 U.S.C. § 1961.
V.
Grybniak shall pay the total penalty due of $100,000.00 in four (4) equal installments to the
Commission according to the following schedule:
(1) $25,000.00, within 30 days of entry of this Final Judgment;
(2) $25,000.00 within 120 days of entry of this Final Judgment;
(3) $25,000 within 240 days of entry of this Final Judgment; and
(4) $25,000 within 365 days of entry of this Final Judgment.
Prior to making the final payment set forth herein, Grybniak shall contact the staff of the
Commission for the amount due for the final payment.
If Grybniak fails to make any payment by the date agreed and/or in the amount agreed
according to the schedule set forth above, all outstanding payments under this Final Judgment,
including post-judgment interest, minus any payments made, shall become due and payable
immediately at the discretion of the staff of the Commission without further application to the
Court.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consents of
Defendants Grybniak and Opporty are incorporated herein with the same force and effect as if fully
set forth herein, and that Defendants shall comply with all the undertakings and agreements set
forth therein, including but not limited to, the following undertakings:

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(a)Defendants shall permanently disable or destroy all OPP tokens in their possession or
control, including any OPP tokens owned or held in the name of Opporty, within thirty
(30) days of entry of this Final Judgment;
(b)Defendants shall, within thirty (30) days of entry of this Final Judgment, (i) certify, in
writing, that OPP tokens are not currently available for trading on any crypto asset
trading platform(s), and (ii) to the extent OPP tokens are available for trading on any
crypto asset trading platform(s), Defendants shall issue requests to have OPP tokens
removed from any further trading on such platform(s); and
(c)Defendants shall certify, in writing, compliance with the undertakings set forth above.
The certification shall identify the undertaking, provide written evidence in the form of a
narrative, and be supported by exhibits sufficient to demonstrate compliance.  The
Commission staff may make reasonable requests for further evidence of compliance, and
Defendants agree to provide such evidence.  Defendants shall submit the certification
and supporting materials to Sarah Lamoree, Assistant Director, Division of
Enforcement, with a copy to the Office of Chief Counsel of the Enforcement Division,
no later than sixty (60) days from the date of the completion of the undertakings.
VII.
IT
 IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
allegations in the complaint are true and admitted by Defendants, and further, any debt for a civil
penalty or other amounts due by Defendants under this Final Judgment or any other judgment,
order, consent order, decree or settlement agreement entered in connection with this proceeding, is
a debt for the violation by Defendants of the federal securities laws or any regulation or order issued
under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).

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

of the mails, directly or indirectly: 

(2) to obtain money or property by means of any untrue statement of material fact, or any

omission of a material fact necessary in order to make the statements made, in light of

the circumstances under which they were made, not misleading; or

(3) to engage in any transaction, practice, or course of business which operates or would

operate as a fraud or deceit upon the purchaser.

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

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

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

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

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

II. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C. § 77e] 

by, directly or indirectly, in the absence of any applicable exemption:  

(a) unless a registration statement is in effect as to a security, making use of any means or

instruments of transportation or communication in interstate commerce or of the mails

to sell such security through the use or medium of any prospectus or otherwise;

(b) unless a registration statement is in effect as to a security, carrying or causing to be

carried through the mails or in interstate commerce, by means or instruments of

transportation, any security for the purpose of sale or for delivery after sale; or

(c) making use of any means or instruments of transportation or communication in

interstate commerce or of the mails to offer to sell or offer to buy through the use or

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medium of any prospectus or otherwise any security, unless a registration statement has 

been filed with the Commission as to such security, or while the registration statement is 

the subject of a refusal order or stop order or (prior to the effective date of the 

registration statement) any public proceeding or examination under Section 8 of the 

Securities Act [15 U.S.C. § 77h]. 

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

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

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

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

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

III. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

21(d)(5) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)(5)], Grybniak 

is restrained and enjoined, for three (3) years following the date of entry of this Final Judgment from 

participating, directly or indirectly, including, but not limited to, through any entity controlled by 

him, in any offering of securities; provided, however, that such injunction shall not prevent 

Grybniak from purchasing or selling securities for his own personal account. 

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

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

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

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

with Grybniak or with anyone described in (a). 

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3001 et seq., and moving for civil contempt for the violation of any Court orders issued in this 

action. Grybniak shall pay post judgment interest on any amounts due after 30 days of the entry of 

this Final Judgment pursuant to 28 U.S.C. § 1961.   

V.  

Grybniak shall pay the total penalty due of $100,000.00 in four (4) equal installments to the 

Commission according to the following schedule:  

(1) $25,000.00, within 30 days of entry of this Final Judgment;

(2) $25,000.00 within 120 days of entry of this Final Judgment;

(3) $25,000 within 240 days of entry of this Final Judgment; and

(4) $25,000 within 365 days of entry of this Final Judgment.

Prior to making the final payment set forth herein, Grybniak shall contact the staff of the 

Commission for the amount due for the final payment. 

If Grybniak fails to make any payment by the date agreed and/or in the amount agreed 

according to the schedule set forth above, all outstanding payments under this Final Judgment, 

including post-judgment interest, minus any payments made, shall become due and payable 

immediately at the discretion of the staff of the Commission without further application to the 

Court. 

VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consents of 

Defendants Grybniak and Opporty are incorporated herein with the same force and effect as if fully 

set forth herein, and that Defendants shall comply with all the undertakings and agreements set 

forth therein, including but not limited to, the following undertakings: 

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(a) Defendants shall permanently disable or destroy all OPP tokens in their possession or

control, including any OPP tokens owned or held in the name of Opporty, within thirty

(30) days of entry of this Final Judgment;

(b) Defendants shall, within thirty (30) days of entry of this Final Judgment, (i) certify, in

writing, that OPP tokens are not currently available for trading on any crypto asset

trading platform(s), and (ii) to the extent OPP tokens are available for trading on any

crypto asset trading platform(s), Defendants shall issue requests to have OPP tokens

removed from any further trading on such platform(s); and

(c) Defendants shall certify, in writing, compliance with the undertakings set forth above.

The certification shall identify the undertaking, provide written evidence in the form of a

narrative, and be supported by exhibits sufficient to demonstrate compliance.  The

Commission staff may make reasonable requests for further evidence of compliance, and

Defendants agree to provide such evidence.  Defendants shall submit the certification

and supporting materials to Sarah Lamoree, Assistant Director, Division of

Enforcement, with a copy to the Office of Chief Counsel of the Enforcement Division,

no later than sixty (60) days from the date of the completion of the undertakings.

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the 

allegations in the complaint are true and admitted by Defendants, and further, any debt for a civil 

penalty or other amounts due by Defendants under this Final Judgment or any other judgment, 

order, consent order, decree or settlement agreement entered in connection with this proceeding, is 

a debt for the violation by Defendants of the federal securities laws or any regulation or order issued 

under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

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