SEC v. DESTINY ROBOTICS CORP.; and MEGI KAVTARADZE, No. 1:24-cv-23958-KMM, Southern District of Florida (Oct. 15, 2024) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.:___________

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

v.

DESTINY ROBOTICS CORP.
and
MEGI KAVTARADZE,

Defendants.
_________________________________________/

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
 Plaintiff Securities and Exchange Commission (the “Commission”) alleges as follows:
I. INTRODUCTION
1. From approximately July 2021 to April 2023 (the “Relevant Period”), Defendants
Destiny  Robotics  Corp.  (“Destiny  Robotics”), and its  founder  and  CEO, Megi  Kavtaradze
(“Kavtaradze”) (collectively,  “Defendants”), made   material   misrepresentation to   investors
regarding the company’s operations and products.
2. In solicitations conducted on the web, and through social media and mass marketing
emails tied  to  a  crowdfunding  offering which  raised  approximately  $141,000  from  investors,
Defendants  represented  that  Destiny  Robotics, an  artificial intelligence  (“AI”)  and  robotics
company,  was “making the world’s first humanoid robot and hologram assistant for household
use.”  Defendants  told  investors  that  their  products  would  be  capable  of  forming “deep and
meaningful relationship with humans” and assist with complex tasks such as crisis-management,
psychological therapy, and  childcare.   Defendants  told  investors  they  expected  to  launch  the

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hologram  in  2022  and  the  robot  in  2023.    On the company’s own  webpage,  Defendants  even
offered the option to reserve a place on a waiting list to purchase a robot by paying $12 for a pre-
order.  However, Defendants  had  no  real  possibility  of  delivering  a  hologram  or  a  robot as
represented to consumers, much less in the time frame they represented.
3. Defendants also prominently featured on its Wefunder crowdfunding webpage the
endorsement of “Investor A,” who was the CEO and founder of another AI start-up company that
had been crowdfunding for several years.  Destiny Robotics had designated Investor A to be the
“lead investor” for the crowdfunding raise.  In the endorsement quoted by Destiny Robotics,
Investor  A vouched for the company’s management  team  and  encouraged  investment  in  the
company.    Defendants  did  not  disclose,  however,  that Investor  A  was Kavtaradze’s fiancé,  that
Investor A acted as a consultant for Destiny Robotics, and that Defendants had previously granted
Investor  A shares  of  Destiny  Robotics  which  made him one of Destiny  Robotics’ largest
shareholders.
4. Defendants also misrepresented Kavtaradze’s experience and qualifications to be
CEO  of Destiny  Robotics  by  representing  Kavtaradze  to  be  “an  experienced  technology
executive.”  In truth, however, Kavtaradze had no substantive executive experience, much less in
a technology company.  Additionally, Kavtaradze misused a portion of investor funds for personal
expenses.
5. By  April  2023,  Destiny  Robotics  effectively  ran  out  of  money  and Kavtaradze
enrolled  in graduate  school in  the  fall  of  2023.   Thus,  as Kavtaradze  pursued  her  own  future,
Destiny Robotics had ceased operations. Investors suffered a total loss.

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6. As  a  result  of  the  conduct alleged  in  this Complaint, Defendants have violated
Sections 17(a)(2) and (3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(2)
and 77q(a)(3)].
7. Unless  enjoined,  Defendants  will  continue  to  violate  the  federal  securities  laws.
Among  other  relief,  the  Commission  seeks  permanent  injunctions against the  Defendants
consistent with SEC v. Goble, 682 F.3d 934 (11th Cir. 2012),  and disgorgement of ill-gotten gains
with prejudgment interest, and a civil monetary penalty against Kavtaradze.
I. DEFENDANTS
8. Kavtaradze is currently a  resident  of Albany, California.  During  the  Relevant
Period, Kavtaradze resided in Miami, Florida.  From September 2021 to the present, Kavtaradze
served as the CEO and sole officer and board member of Destiny Robotics.
9. Destiny Robotics is a Delaware corporation incorporated in September 2021, with
its principal place of business in Albany, California.  During the Relevant Period, Destiny Robotics
was headquartered in Miami, Florida.
II. JURISDICTION AND VENUE
10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)].
11. This  Court  has  personal  jurisdiction  over  Defendants  and  venue  is  proper  in  the
Southern District of Florida because Defendants engaged in acts and transactions in this District
constituting  violations  of  the  Securities  Act.   During  the Relevant  Period,  Destiny Robotics’
principal place of business was in Miami, Florida, and Kavtaradze resided in Miami, Florida.

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12. In connection with the conduct alleged in the Complaint, Defendants, directly and
indirectly, singly or in concert with others, made use of the means or instruments of transportation
or communication in interstate commerce, and of the mails.
III. FACTUAL ALLEGATIONS
A. Destiny Robotics’ Business and Crowdfunding Offering
i. Defendants begin promoting the company and its products
13. Destiny Robotics is an AI and robotics company that claimed it was developing a
“socially intelligent” humanoid hologram and a robot to serve as an at-home personal assistant and
companion.   Kavtaradze founded  Destiny  Robotics  and was its  CEO,  sole  officer, and board
member.   As  such,  Kavtaradze  created  or  approved  all  statements  made  or  posted  by  Destiny
Robotics.
14. Starting in July 2021, Kavtaradze stated on the web, in social media, and in direct
advertising email campaigns sent to prospective investors that Destiny Robotics was developing
next-generation technology that would enable it to produce the world’s first humanoid robot
capable of serving as an at-home assistant and companion.  For example, in a Twitter (now ‘X’)
post  on  July  15,  2021, introducing  Destiny  Robotics, Kavtaradze stated, “[w]e  create  a
comprehensive map of the key mechanisms of human intelligence and recreate that into a software
system.”
15. Defendants also stated on the web, on  social  media, and  in email campaigns to
potential investors that Destiny Robotics expected to launch a humanoid hologram into the market
in 2022 and a humanoid robot in 2023.  Defendants represented that Destiny Robotics’ robot would
use cutting-edge technology and AI and be “capable of understanding and responding to human
emotions,   allowing   for   personalized   interactions   and   companionship   ultimately   reducing

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loneliness  and  promoting  mental  well-being.”   Defendants also represented the robot  would
“perform tasks” and be useful to assist with tasks such as child-care, elderly care, psychological
therapy, and crisis management.
ii. Defendants undertake a Crowdfunding offering of securities
16. From February 2022 through July 2022, Destiny Robotics undertook a Regulation
Crowdfunding offering of simple agreements for equity (“SAFE”) through Wefunder Portal LLC
(“Wefunder”),  an  online intermediary service  that  relies  on  a  provision  in  the  2012 JOBS  Act
allowing unaccredited investors to purchase equity in early-stage private companies.  The company
filed  an  SEC  Form  C  as  part  of  this offering on or about February 2022.  In a “Use of Funds”
section  in  this  Form  C, Destiny  Robotics  stated  that  it  would  use  investor  funds  for  product
development,  business  development,  operations,  and  to  pay  intermediary  fees.    In  March  2023,
Destiny Robotics reported that it had raised $141,455 from 145 investors.
17. Investors who provided  funds  through  Wefunder  received  a  SAFE  in  return.   A
SAFE is a type of derivative security that converts into preferred stock once certain trigger event
occurs.   The  SAFEs that  Defendants  sold  to  investors are  securities  because,  under  their  terms,
they convert to shares of Destiny Robotics preferred stock upon certain conditions, such as Destiny
Robotics receiving equity financing.  Destiny Robotics’ offering documents also referred to the
SAFEs as securities.
iii. Defendants’ solicitations
18. Defendants had a webpage on Wefunder’s website to solicit investments.
1
  On its
Wefunder  webpage  Defendants  stated  that  Destiny  Robotics  was  “making  the  world’s  first

1
 Destiny Robotics. Socially Intelligent Humanoid Robot. The First Humanoid Home Assistant, WEFUNDER,
https://wefunder.com/destiny.robotics (last visited October 4, 2024).

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humanoid robot and hologram assistant for household use.”  Defendants  stated  that  humanoid
robots  like  its Destiny, “are an ideal mechanism for connecting humans with robots in deeply
engaging manner.”  Defendants featured a video on the Wefunder webpage in which a humanoid-
robot introduced itself as “Destiny” and stated:
I am a unique combination of Artificial Intelligence, robotics, engineering, art and
design.    I  will  be  the  first  at-home  humanoid  robot  assistant  servicing  humans
within  their  daily  lives.    From  personal  assistance,  caregiving,  to  education,
entertainment,  and  communications.    I  am  the  beginning  connection  between
humans and the capabilities of AI.  Join us.
 An image of the robot depicted in the video was featured in other investor solicitations.
19. Defendants  also  used  various  other  means  to  solicit  investors,  including  social
media,  email campaigns, online advertisements, and Destiny Robotics’ own webpage.
2
  The
company website and its social media posts repeated the claims that Destiny Robotics expected to
launch a humanoid hologram on the market in 2022 and a robot in 2023 capable of establishing
“deep,  valuable  relationships  with  people” and which could be a “permanent,  inseparable  life
companion.”  The website also stated, “we have already finalized our technology research and the
intelligence augmentation in hardware is being processed.”
20. On  its  webpage in  early  2022,  the  company  featured  a  banner  headline  stating,
“Robot Destiny” and “First Humanoid Robot for Household Use!”  Below that headline the
company stated that “Destiny will be the first at-home  humanoid  robot  assistant  on  the  market
designed in the US!” next to an image of a full-body  humanoid  robot  with  humanoid  facial
features.  The company’s webpage also stated that the “Expected Robot Launch” was in 2023,
which later changed to 2024.

2
 Why Invest?, DESTINY ROBOTICS, https://www.destinyrobotics.io/why-invest (last visited October 4, 2024).

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21. The same robot image used on the webpage was used in Destiny Robotics’ pitch-
deck for the Wefunder fundraise available to investors, as depicted below:

22. On  its  webpage  and  in  advertisements  to  investors,  Destiny  Robotics  offered  the
option to reserve a place on a waiting list to receive the robot in 2023.  By paying $12 for a pre-
order, the customer purportedly would be on the list to purchase the robot which was touted as the
“[w]orld’s first humanoid robot assistant for household use.”  The company’s webpage offering
the pre-order included the image of a full-body humanoid robot that had human-like skin and facial
features as depicted above.  It stated the Destiny robot’s main features would include “various path
algorithms to control her hands, eyes, legs, etc.”  It also stated the robot’s capabilities would
include assistance with managing household technical systems and “connecting with humans on
an emotional level through her facial expression capabilities.”  The $12 deposit was refundable if
the robot was not available in 2023.

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iv.  Hologram prototype produced but quickly abandoned
23. In January 2022, the company posted a message on social media stating “Destiny
Hologram coming soon!  You will be able to communicate with a humanoid hologram assistant
on a daily basis.”  Destiny Robotics did produce a prototype hologram and the company announced
completion of the prototype hologram in February 2022.  However, the prototype did not achieve
the capabilities represented in the company’s statements.    For  one,  it  was  limited  to weak AI
functions attained using commercially available software.  As such, its capability was limited to
basic natural language processing.  In video demonstrations published by Destiny Robotics, the
hologram software answered, after some time lag, a couple of basic biographical questions about
itself, such as responding that it was “18 years old.”
24. Due to the hologram’s lackluster reception, in March 2022, Defendants internally
decided  to abandon  the  hologram project.    However,  despite having  promised  to  launch  the
hologram  in  2022  and having announced the completion  of  the prototype,  the  company  did  not
disclose to the investing public its decision to stop further work on the hologram.  On the contrary,
the company continued to use the hologram to raise funds from investors without disclosing that
it had been abandoned.  For example, in a social media post soliciting investors in July 2022, the
company stated “[w]e have built Destiny Robot Hologram.”
v.  Robot Prototype
25. In February 2023, the company announced the completion of a first robot prototype.
It was a far cry from the socially intelligent “humanoid” robot represented to investors.  Rather,
the actual “robot” was only a shoulder-up bust with a head capable of rotating with a white plastic
shell lacking human facial features or hair as pictured here:

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26. The shoulder-up bust robot prototype did not have human-like skin, legs, or arms,
and  looked unlike  what  had  been  advertised  to  prospective  investors or  depicted  in  Destiny
Robotics’ offering materials.    It  also  did  not  feature  cutting-edge  AI  as  represented.   Instead,  it
used  AI  software  widely  available  for  purchase  in  the  market.  Furthermore,  in  order  for  this
prototype to power on and perform its basic functions at inception, an individual needed to operate
a  separate  device  to  provide  the  prototype  its  code  through  remote  connectivity  software.    This
separate device was not included in images or descriptions disseminated to the public.
27. Although  the  company repeatedly touted its  completion  of  a robot  prototype
throughout its existence, it was only in March 2023 when company published one short video of
a prototype, and it was only the shoulder-up bust robot prototype.  In the video, Kavtaradze stated
that  Destiny  Robotics was building “socially intelligent humanoid robot companions to assist
people and combat loneliness.”  Kavtaradze then introduced the shoulder-up bust robot prototype
and stated,  without  basis, that the  robot had “empathy” and “will be able to form deep and
meaningful relationships with humans.”  Kavtaradze  then greeted  the  robot  prototype and  the

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shoulder-up bust robot introduced itself.  Kavtaradze then asked the robot prototype if it could tell
her more  about itself.  The shoulder-up bust robot prototype responded, “Sure.  I am Destiny.   I
was created by Destiny Robotics to assist humans in their daily lives and to give them company
when they need it.  I will make their lives easier and become their first robot companion and maybe
even a friend.”
28. Destiny  Robotics did  not  continue  work  on  the shoulder-up  bust robot  after  the
prototype was announced, nor did the company take substantial steps to produce it for delivery to
consumers by  2023  or  2024  as  represented  to  investors.   Instead, Kavtaradze disassembled the
robot prototype and placed it in storage.
vi.  Defendants prepare for second crowdfunding investment offering but
ultimately abandon it
29. Despite  having  stopped working  on  the robot  prototype,  Defendants prepared to
conduct a second Regulation Crowdfunding offering of SAFEs in March 2023, this time through
a  crowdfunding  platform  operated  by TruCrowd  Inc.  In its TruCrowd  offering  page,  Destiny
Robotics repeated  many  of  the  same statements  about  Destiny  Robotics’  humanoid  robot,
including that the robot prototype was able to “engage in meaningful conversations and forge deep
connections with humans.”
30. In January  2023,  Kavtaradze applied  for  admission  to  six  prominent  MBA
programs, using investor funds to pay the application fees.  In April 2023, Kavtaradze learned that
Destiny  Robotics  was  under  investigation  by  the  Financial  Industry  Regulatory  Authority
(“FINRA”) when she was contacted by a FINRA investigator.  Defendants did not go through with
the  TruCrowd  crowdfunding  offering.  In  the  fall  of  2023, Kavtaradze moved to  California to
pursue her MBA.

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B. Defendants’ Material Misrepresentations to Investors

31. Defendants  made  material  misrepresentations  to  solicit  prospective investors  to
invest in Destiny Robotics’ crowdfunding offering, including, among others, about the capabilities
of Destiny Robotics’ products; their expected release date; touting the completion of the hologram
prototype  while  omitting  that  it  had  been  abandoned; promoting that Investor  A endorsed  an
investment in Destiny Robotics without disclosing Kavtaradze’s personal relationship with him
and the company’s grant of stock to him; and falsely claiming that Kavtaradze was an experienced
executive from a technology company.  Defendants also failed to disclose that Kavtaradze misused
some of the offering proceeds for personal use.
i) Misrepresentations About the Capabilities and Launch Dates of Destiny
Robotics’ Products

32. During the Relevant Period, Defendants touted the cutting-edge technology and AI
capabilities of its humanoid hologram and its robot in social media posts, press releases, Destiny
Robotics’ website, the Wefunder website, and other communications to investors.  The statements,
written or  approved by  Kavtaradze, often  were accompanied by images of full-body  robots and
robots with human like features that the company was not in fact developing.
33. On  July  15,  2021,  Defendants  posted on  social  media that “[w]e  create  a
comprehensive map of the key mechanisms of human intelligence and recreate that into a software
system.”  This was false as the company was not doing such work with software and human
intelligence.
34. On or  about  July  21,  2021, Defendants posted  on  social  media the  following
statement featuring an image of a humanoid robot:
Destiny is a neo-human robot created by Destiny Robotics.  She is a unique
combination of AI, robotics, engineering, art and design. Our lab is working
on developing AI & Software and Robot Prototype [sic].  She will be able

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to identify human emotions and react compassionately.  Being trustworthy
and reliable are the main parts of her character.  Destiny’s appearance is
also different from regular humanoid robots, as she has human-like skin, the
ability to communicate, and even showing emotions.  The resemblance to
humans makes the communication process much easier with the robot.  Our
goal  is  to  create  a  standard  for  Robot  to  human  interaction,  making
communication much more organic and efficient.

35. Similarly, in another post on social media on July 22, 2021, Defendants repeated
the statement that “Destiny is a neo-human robot created by  Destiny Robotics” and featured an
image of a humanoid robot prototype with facial features.  The post stated they were working on
the prototype that would be “able to identify human emotions and react compassionately” and
would have “human like skin, the ability to communicate, and even showing [sic] emotions.”  This
was false.
36. These  statements  were  false  because  Defendants  did  not  have  a  robot  prototype
created  when  the  statements  were  posted,  much  less  one  with  the  AI  capabilities  touted.  The
images that accompanied the postings also created false expectations about the capabilities of the
humanoid robot that the company was working to launch on the market.
37. On  its webpage  for  the Wefunder  offering initiated in February 2022, after  the
hologram  prototype  was  finished, the  company stated  that  the  hologram  has  “the  ability  of
psychological therapy.”  This was false as the hologram prototype did not have the capability of
providing psychological therapy given its limited ability to only respond to very basic inquiries.
38. In  February  2022, Destiny  Robotics  issued  a  press  release  stating  that  it  was
“pleased to announce the world’s first humanoid robot as a home assistant. . . Destiny Robotics is
currently developing the first prototype of a humanoid robot that serves as an [AI] home assistant.”
The press release included an image of a full-body robot depicted in Paragraph 21 above.  This

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press release was issued on around the time that Destiny Robotics commenced its crowdfunding
offering on Wefunder.
39. As  part  of  the crowdfunding  offering,  Destiny  Robotics  had  a  webpage  on
Wefunder’s website starting  in  February  2022 describing  the  company  and  posting  images  of  a
humanoid  robot.   Defendants  represented that the  company  was  “making  the  world’s  first
humanoid robot assistant”  and that their products would use cutting-edge technology and would
be capable of being a companion and assist with tasks.  These statements, like the ones in the press
release described in the previous paragraph, were false as the company was not working on such
a robot with those capabilities, much less like the one depicted.
40. In a pitch deck for investors published in 2022 the company published the image
contained in paragraph 21 above.  In this image, the company stated: “Humanoid Robot Destiny.
First Humanoid Robot for Household Use.  Destiny Robot is a unique combination of Artificial
Intelligence, robotics, engineering, art and design.”  This statement was accompanied by an image
of a full body, humanoid robot, and statements about features such  as “motor control” and
“algorithms to control her body,” that inaccurately suggested the company was developing a full-
body robot.
41. The company’s webpage for its Wefunder offering also stated that the humanoid
robot purportedly would exist and serve “the needs of physically handicapped people, the elderly,
kids,  and the  busiest family  members”  and  would  be  useful  for  tasks  such  as “[o]rdering,”
“[l]earning,” “[k]ids [c]are,” [c]risis [m]anagement,” “[e]lderly [c]are,” “[p]sychological
[t]herapy.”  These statements  were misleading because Destiny  Robotics  was  not  developing  a
robot with the AI capabilities of a home assistant, much less one that resembled the image used
and had the capabilities stated.  In truth, Destiny Robotics used commercially available technology

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in  product  development  and had no  possibility  of  producing a  personal  assistant  robot  as
represented, much less have it on the “market” in 2023, much less with its resources.  Indeed, on
a  balance  sheet  for  Destiny  Robotics, available  to  on  the  Wefunder  website in  February  2022,
Destiny Robotics’ accountant stated that as of January 17, 2022, the company had only $1,190 in
cash and cash equivalents.
42. Starting in early 2023, when Destiny released its robot prototype, Defendants made
misrepresentations about the AI capabilities and development of a humanoid robot, suggesting that
the company had in fact built such a robot and had finalized its technology research.  Beginning
in March 2023, its website announced, “Destiny is here!” Defendants represented that the robot’s
“cutting-edge  features  enable  Destiny  to  engage  in  meaningful  conversations  and  forge  deep
connections with humans.”  Defendants further represented that the robot would be “capable of
understanding  and  responding  to  human  emotions,  allowing  for  personalized  interactions  and
companionship. . .”
43. These representations were false.  In truth, Destiny Robotics was not developing a
robot  with  extremities  and  had  no  realistic  possibility  of  delivering  such  a  robot  in  2023.    The
prototype developed in early 2023 (depicted in paragraph 25) was limited to a bust with a simple
plastic  hard shell  encasing  a  camera  and  lights.   In contrast  to  the images  used  in  solicitations,
there were no hands, eyes, or legs on the prototype.
44. Moreover,  the  robot  prototype’s developed capabilities  were  limited  to  those
attained through conversational AI and facial recognition software the company purchased.  The
company did not innovate new advances in software or technology, and had not “finalized [its]
technology research” to enable it to produce the robot prototype it touted to the public.  As such,
its   robot   prototype   could   not   carry-on   a   conversation   or   provide   anything   resembling

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companionship.  Contrary to its representations, the company had no real probability of producing
the   type   of   advanced   robot   capable   of   responding   to   human   emotions   and   providing
companionship to reduce loneliness.
ii) Misrepresentations About Investor A’s Endorsement of Destiny Robotics

45. Since  at  least  February  2022, Destiny  Robotics’  Wefunder offering  webpage
prominently  featured Investor A’s picture with his endorsement of the company’s management
team and of the investment.  Investor A was known to some investors as the CEO and founder of
another  AI  start-up  company  that  had  been  raising  funds  in  crowdfunding  for  years.    The
endorsement credited Investor A with stating:
I  invested  in  Destiny  Robotics  because  I  believe  in  the  mission  of  the
company,  team,  and  market  opportunity.    1)  I  am  a  big  believer  in  their
mission to create socially intelligent robots to allow meaningful interaction
between  humans  and  robots.  2)  They have  an  elite  team  with  work
experience  .  .  .  3)  Market.  They  have  a  first-mover  advantage  in  a  multi-
billion  robotics  market.    They  are  well-positioned  to  disrupt  one  of  the
fastest-growing markets.

46. Destiny  Robotics  also  named Investor  A as  the  lead  investor  for  the  Wefunder
crowdfunding offering.  As lead investor, Investor A was supposed to represent the interests of all
investors in the offering and, thus, purportedly acted as a fiduciary.  Defendants failed to disclose,
however, that Kavtaradze and Investor A were engaged at the time these statements were posted
on its website.  Defendants also failed to disclose in the endorsement that Investor A acted as a
consultant  to  Destiny  Robotics,  which  had  granted  shares  to Investor  A making  him  its  fourth
largest shareholder.  The failure to disclose these facts rendered the statements about Investor A’s
endorsement  misleading,  especially  given  that  the  company  had  named Investor  A as  its  lead
investor.

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iii) Misrepresentations About Kavtaradze’s Background and Experience
47. Throughout the relevant period, Defendants also made material misrepresentations
in Destiny Robotics’ webpage touting Kavtaradze’s experience and qualifications as CEO, stating
that   Kavtaradze   was   an “experienced technology   executive” and   had experience   being
“responsible  for  managing  large-scale  projects  and  leading  diverse  teams.”  These
misrepresentations  were  also made  in  social  media  and included in the company’s Wefunder
webpage.   In  truth,  Kavtaradze  had  no  significant experience  as  an  executive  in  a  technology
company rendering these statements materially misleading.  Prior to Destiny Robotics, Kavtaradze
never served as CEO or executive in a functioning tech company.  Her most significant purported
executive  experience  was  as  vice  president  for  Eastern  Europe for  a  company that Investor  A
established in the United States.  Kavtaradze supposedly worked for this  company for one year
while she was in the Republic of Georgia studying international relations.  However, webpages for
this company reveal it had only one employee and no presence in Eastern Europe.  Furthermore,
Kavtaradze has  since stated she did not  have  a  background  in  technology  other  than  what  she
taught herself.
iv) Misrepresentations About the Use of Investor Funds

48. As part of its crowdfunding offering through Wefunder, Destiny Robotics included
a “Use of Funds” section in a Form C, which was filed with the Commission on or about February
16, 2022.  Destiny Robotics’ offering page in Wefunder made this Form C available to investors
through a link.  In this Use of Funds section, Destiny Robotics represented to investors that their
funds would be used as follows:
42%  towards product development.    Paying  to  hardware  and  software
development team.  38% towards business development.  Cost of Personnel.
Cost  of  Marketing.    12.5%  towards operations – logistics,  travel,  office
space, other SG&A. 7.5% towards Wefunder fees.

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49.   Kavtaradze’s use of investor funds rendered this statement misleading, as she also
used investor  funds  for  her  own  personal  expenses,  which  she  did  not  disclose.  Between  May
2022 and April 2023, Kavtaradze misused approximately $13,000 of investor funds to pay for non-
business-related expenses and for her personal use, including meals,  and travel,  and application
fees for MBA programs.  Kavtaradze did not disclose this use of investor funds.
V. CLAIMS FOR RELIEF
COUNT I
Violations of Section 17(a)(2) of the Securities Act
(Against All Defendants)

50. The Commission repeats and realleges Paragraphs 1 through 49 of this Complaint
as if fully set forth herein.
51. Since as early as July 2021 through at least April 2023, Defendants, in the offer or
sale  of  securities  by  use  of  the  means  or  instruments  of  transportation  or  communication  in
interstate commerce or by use of the mails, directly or indirectly, negligently obtained money or
property  by  means  of  untrue  statements  of  material  facts and omissions  to  state  material  facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading.
52. By  reason  of  the  foregoing, Defendants violated  and, unless  enjoined,  are
reasonably  likely  to  continue  to  violate  Section  17(a)(2)  of  the  Securities  Act  [15  U.S.C.  §
77q(a)(2)].

18

COUNT II
Violations of Section 17(a)(3) of the Securities Act
(Against All Defendants)

53. The Commission repeats and realleges Paragraphs 1 through 49 of this Complaint
as if fully set forth herein.
54. Since as early as July 2021 through at least April 2023, Defendants, in the offer or
sale of securities by use any means or instruments of transportation or communication in interstate
commerce  or  by  use  of  the  mails,  directly  or  indirectly,  negligently  engaged  in  transactions,
practices and courses of business which have operated, are now operating or will operate as a fraud
or deceit upon the purchasers of such securities.
55. By reason of the foregoing, Defendants, directly and indirectly, violated, and unless
enjoined,  are  reasonably  likely  to  continue  to  violate  Section  17(a)(3)  of  the  Securities  Act  [15
U.S.C. § 77q(a)(3)].
VI.  RELIEF REQUESTED
WHEREFORE,  the  Commission  respectfully  requests that this Court  find  Defendants
committed the violations alleged in this Complaint, and:
A.
Permanent Injunction
Issue Permanent Injunctions enjoining Defendants Destiny Robotics and Kavtaradze, and
their  officers,  agents,  servants,  employees,  attorneys,  and  all  persons  in  active  concert  or
participation with them and each of them, from violating Sections 17(a)(2) and (3) of the Securities
Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)].

19

B.
Disgorgement and Prejudgment Interest Against Kavtaradze
Issue  an Order  directing Defendant Kavtaradze to  disgorge  all  ill-gotten  gains  received,
including prejudgment interest, resulting from the acts and/or courses of conduct alleged in this
Complaint.
C.
Civil Monetary Penalties Against Kavtaradze
Issue  an  Order  directing  Defendant Kavtaradze to  pay  civil money  penalties  pursuant  to
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)].
D.
Further Relief
Grant such other and further relief as may be necessary and appropriate.
E.
Retention of Jurisdiction
Further, the Commission respectfully requests the Court retain jurisdiction over this action
and over Defendants in order to implement and carry out the terms of all orders that may hereby
be  entered,  or  to  entertain  any  suitable  application  or  motion  by  the  Commission  for  additional
relief within the jurisdiction of this Court.

20

VII. DEMAND FOR JURY TRIAL
The  Commission  hereby  demands  a  trial  by  jury  on  any  and  all  issues  in  this  action  so
triable.

Dated:  October 15, 2024          Respectfully submitted,
By: /s/ Russell Koonin
Russell Koonin
Senior Trial Counsel
Fla. Bar No. 0474479
Direct Dial: (305) 982-6390
Email: [email protected]

Eric E. Morales
Senior Counsel
Bar No. 1010791
Direct Dial: (305) 416-6261
Email: [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
801 Brickell Avenue, Suite 1950
Miami, FL 33131
Telephone: (305) 982-6300
Facsimile: (305) 536-4154

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

 

CASE NO.:___________ 

 

SECURITIES AND EXCHANGE  

COMMISSION, 

 

Plaintiff,  

 

v. 

 

DESTINY ROBOTICS CORP. 

and 

MEGI KAVTARADZE, 

 

Defendants. 

_________________________________________/ 

 

 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

 Plaintiff Securities and Exchange Commission (the “Commission”) alleges as follows: 

I. INTRODUCTION 

1. From approximately July 2021 to April 2023 (the “Relevant Period”), Defendants 

Destiny Robotics Corp. (“Destiny Robotics”), and its founder and CEO, Megi Kavtaradze 

(“Kavtaradze”) (collectively, “Defendants”), made material misrepresentation to investors 

regarding the company’s operations and products.   

2. In solicitations conducted on the web, and through social media and mass marketing 

emails tied to a crowdfunding offering which raised approximately $141,000 from investors, 

Defendants represented that Destiny Robotics, an artificial intelligence (“AI”) and robotics 

company, was “making the world’s first humanoid robot and hologram assistant for household 

use.”  Defendants told investors that their products would be capable of forming “deep and 

meaningful relationship with humans” and assist with complex tasks such as crisis-management, 

psychological therapy, and childcare.  Defendants told investors they expected to launch the 

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hologram in 2022 and the robot in 2023.  On the company’s own webpage, Defendants even 

offered the option to reserve a place on a waiting list to purchase a robot by paying $12 for a pre-

order.  However, Defendants had no real possibility of delivering a hologram or a robot as 

represented to consumers, much less in the time frame they represented.   

3. Defendants also prominently featured on its Wefunder crowdfunding webpage the 

endorsement of “Investor A,” who was the CEO and founder of another AI start-up company that 

had been crowdfunding for several years.  Destiny Robotics had designated Investor A to be the 

“lead investor” for the crowdfunding raise.  In the endorsement quoted by Destiny Robotics, 

Investor A vouched for the company’s management team and encouraged investment in the 

company.  Defendants did not disclose, however, that Investor A was Kavtaradze’s fiancé, that 

Investor A acted as a consultant for Destiny Robotics, and that Defendants had previously granted 

Investor A shares of Destiny Robotics which made him one of Destiny Robotics’ largest 

shareholders. 

4. Defendants also misrepresented Kavtaradze’s experience and qualifications to be 

CEO of Destiny Robotics by representing Kavtaradze to be “an experienced technology 

executive.”  In truth, however, Kavtaradze had no substantive executive experience, much less in 

a technology company.  Additionally, Kavtaradze misused a portion of investor funds for personal 

expenses. 

5. By April 2023, Destiny Robotics effectively ran out of money and Kavtaradze 

enrolled in graduate school in the fall of 2023.  Thus, as Kavtaradze pursued her own future, 

Destiny Robotics had ceased operations. Investors suffered a total loss. 

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6. As a result of the conduct alleged in this Complaint, Defendants have violated 

Sections 17(a)(2) and (3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(2) 

and 77q(a)(3)].  

7. Unless enjoined, Defendants will continue to violate the federal securities laws.  

Among other relief, the Commission seeks permanent injunctions against the Defendants 

consistent with SEC v. Goble, 682 F.3d 934 (11th Cir. 2012),  and disgorgement of ill-gotten gains 

with prejudgment interest, and a civil monetary penalty against Kavtaradze.  

I. DEFENDANTS 

8. Kavtaradze is currently a resident of Albany, California.  During the Relevant 

Period, Kavtaradze resided in Miami, Florida.  From September 2021 to the present, Kavtaradze 

served as the CEO and sole officer and board member of Destiny Robotics.   

9. Destiny Robotics is a Delaware corporation incorporated in September 2021, with 

its principal place of business in Albany, California.  During the Relevant Period, Destiny Robotics 

was headquartered in Miami, Florida.   

II. JURISDICTION AND VENUE 

10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]. 

11. This Court has personal jurisdiction over Defendants and venue is proper in the 

Southern District of Florida because Defendants engaged in acts and transactions in this District 

constituting violations of the Securities Act.  During the Relevant Period, Destiny Robotics’ 

principal place of business was in Miami, Florida, and Kavtaradze resided in Miami, Florida.   

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12. In connection with the conduct alleged in the Complaint, Defendants, directly and 

indirectly, singly or in concert with others, made use of the means or instruments of transportation 

or communication in interstate commerce, and of the mails. 

III. FACTUAL ALLEGATIONS 

A. Destiny Robotics’ Business and Crowdfunding Offering 

i. Defendants begin promoting the company and its products  

13. Destiny Robotics is an AI and robotics company that claimed it was developing a 

“socially intelligent” humanoid hologram and a robot to serve as an at-home personal assistant and 

companion.  Kavtaradze founded Destiny Robotics and was its CEO, sole officer, and board 

member.  As such, Kavtaradze created or approved all statements made or posted by Destiny 

Robotics.  

14. Starting in July 2021, Kavtaradze stated on the web, in social media, and in direct 

advertising email campaigns sent to prospective investors that Destiny Robotics was developing 

next-generation technology that would enable it to produce the world’s first humanoid robot 

capable of serving as an at-home assistant and companion.  For example, in a Twitter (now ‘X’) 

post on July 15, 2021, introducing Destiny Robotics, Kavtaradze stated, “[w]e create a 

comprehensive map of the key mechanisms of human intelligence and recreate that into a software 

system.”  

15. Defendants also stated on the web, on social media, and in email campaigns to 

potential investors that Destiny Robotics expected to launch a humanoid hologram into the market 

in 2022 and a humanoid robot in 2023.  Defendants represented that Destiny Robotics’ robot would 

use cutting-edge technology and AI and be “capable of understanding and responding to human 

emotions, allowing for personalized interactions and companionship ultimately reducing 

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loneliness and promoting mental well-being.”  Defendants also represented the robot would 

“perform tasks” and be useful to assist with tasks such as child-care, elderly care, psychological 

therapy, and crisis management.  

ii. Defendants undertake a Crowdfunding offering of securities  

16. From February 2022 through July 2022, Destiny Robotics undertook a Regulation 

Crowdfunding offering of simple agreements for equity (“SAFE”) through Wefunder Portal LLC 

(“Wefunder”), an online intermediary service that relies on a provision in the 2012 JOBS Act 

allowing unaccredited investors to purchase equity in early-stage private companies.  The company 

filed an SEC Form C as part of this offering on or about February 2022.  In a “Use of Funds” 

section in this Form C, Destiny Robotics stated that it would use investor funds for product 

development, business development, operations, and to pay intermediary fees.  In March 2023, 

Destiny Robotics reported that it had raised $141,455 from 145 investors.   

17. Investors who provided funds through Wefunder received a SAFE in return.  A 

SAFE is a type of derivative security that converts into preferred stock once certain trigger event 

occurs.  The SAFEs that Defendants sold to investors are securities because, under their terms, 

they convert to shares of Destiny Robotics preferred stock upon certain conditions, such as Destiny 

Robotics receiving equity financing.  Destiny Robotics’ offering documents also referred to the 

SAFEs as securities.   

iii. Defendants’ solicitations 

18. Defendants had a webpage on Wefunder’s website to solicit investments.1  On its 

Wefunder webpage Defendants stated that Destiny Robotics was “making the world’s first 

 
1 Destiny Robotics. Socially Intelligent Humanoid Robot. The First Humanoid Home Assistant, WEFUNDER, 

https://wefunder.com/destiny.robotics (last visited October 4, 2024). 

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humanoid robot and hologram assistant for household use.”  Defendants stated that humanoid 

robots like its Destiny, “are an ideal mechanism for connecting humans with robots in deeply 

engaging manner.”  Defendants featured a video on the Wefunder webpage in which a humanoid-

robot introduced itself as “Destiny” and stated:  

I am a unique combination of Artificial Intelligence, robotics, engineering, art and 

design.  I will be the first at-home humanoid robot assistant servicing humans 

within their daily lives.  From personal assistance, caregiving, to education, 

entertainment, and communications.  I am the beginning connection between 

humans and the capabilities of AI.  Join us.   

 An image of the robot depicted in the video was featured in other investor solicitations.   

19. Defendants also used various other means to solicit investors, including social 

media, email campaigns, online advertisements, and Destiny Robotics’ own webpage.2  The 

company website and its social media posts repeated the claims that Destiny Robotics expected to 

launch a humanoid hologram on the market in 2022 and a robot in 2023 capable of establishing 

“deep, valuable relationships with people” and which could be a “permanent, inseparable life 

companion.”  The website also stated, “we have already finalized our technology research and the 

intelligence augmentation in hardware is being processed.”  

20. On its webpage in early 2022, the company featured a banner headline stating, 

“Robot Destiny” and “First Humanoid Robot for Household Use!”  Below that headline the 

company stated that “Destiny will be the first at-home humanoid robot assistant on the market 

designed in the US!” next to an image of a full-body humanoid robot with humanoid facial 

features.  The company’s webpage also stated that the “Expected Robot Launch” was in 2023, 

which later changed to 2024.   

 
2 Why Invest?, DESTINY ROBOTICS, https://www.destinyrobotics.io/why-invest (last visited October 4, 2024).  

 

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21. The same robot image used on the webpage was used in Destiny Robotics’ pitch-

deck for the Wefunder fundraise available to investors, as depicted below: 

  

22. On its webpage and in advertisements to investors, Destiny Robotics offered the 

option to reserve a place on a waiting list to receive the robot in 2023.  By paying $12 for a pre-

order, the customer purportedly would be on the list to purchase the robot which was touted as the 

“[w]orld’s first humanoid robot assistant for household use.”  The company’s webpage offering 

the pre-order included the image of a full-body humanoid robot that had human-like skin and facial 

features as depicted above.  It stated the Destiny robot’s main features would include “various path 

algorithms to control her hands, eyes, legs, etc.”  It also stated the robot’s capabilities would 

include assistance with managing household technical systems and “connecting with humans on 

an emotional level through her facial expression capabilities.”  The $12 deposit was refundable if 

the robot was not available in 2023.   

  

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iv.  Hologram prototype produced but quickly abandoned  

23. In January 2022, the company posted a message on social media stating “Destiny 

Hologram coming soon!  You will be able to communicate with a humanoid hologram assistant 

on a daily basis.”  Destiny Robotics did produce a prototype hologram and the company announced 

completion of the prototype hologram in February 2022.  However, the prototype did not achieve 

the capabilities represented in the company’s statements.  For one, it was limited to weak AI 

functions attained using commercially available software.  As such, its capability was limited to 

basic natural language processing.  In video demonstrations published by Destiny Robotics, the 

hologram software answered, after some time lag, a couple of basic biographical questions about 

itself, such as responding that it was “18 years old.”  

24. Due to the hologram’s lackluster reception, in March 2022, Defendants internally 

decided to abandon the hologram project.  However, despite having promised to launch the 

hologram in 2022 and having announced the completion of the prototype, the company did not 

disclose to the investing public its decision to stop further work on the hologram.  On the contrary, 

the company continued to use the hologram to raise funds from investors without disclosing that 

it had been abandoned.  For example, in a social media post soliciting investors in July 2022, the 

company stated “[w]e have built Destiny Robot Hologram.”   

v.  Robot Prototype  

25. In February 2023, the company announced the completion of a first robot prototype. 

It was a far cry from the socially intelligent “humanoid” robot represented to investors.  Rather, 

the actual “robot” was only a shoulder-up bust with a head capable of rotating with a white plastic 

shell lacking human facial features or hair as pictured here:     

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26. The shoulder-up bust robot prototype did not have human-like skin, legs, or arms, 

and looked unlike what had been advertised to prospective investors or depicted in Destiny 

Robotics’ offering materials.  It also did not feature cutting-edge AI as represented.  Instead, it 

used AI software widely available for purchase in the market.  Furthermore, in order for this 

prototype to power on and perform its basic functions at inception, an individual needed to operate 

a separate device to provide the prototype its code through remote connectivity software.  This 

separate device was not included in images or descriptions disseminated to the public. 

27. Although the company repeatedly touted its completion of a robot prototype 

throughout its existence, it was only in March 2023 when company published one short video of 

a prototype, and it was only the shoulder-up bust robot prototype.  In the video, Kavtaradze stated 

that Destiny Robotics was building “socially intelligent humanoid robot companions to assist 

people and combat loneliness.”  Kavtaradze then introduced the shoulder-up bust robot prototype 

and stated, without basis, that the robot had “empathy” and “will be able to form deep and 

meaningful relationships with humans.”  Kavtaradze then greeted the robot prototype and the 

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shoulder-up bust robot introduced itself.  Kavtaradze then asked the robot prototype if it could tell 

her more about itself.  The shoulder-up bust robot prototype responded, “Sure. I am Destiny.  I 

was created by Destiny Robotics to assist humans in their daily lives and to give them company 

when they need it.  I will make their lives easier and become their first robot companion and maybe 

even a friend.”   

28. Destiny Robotics did not continue work on the shoulder-up bust robot after the 

prototype was announced, nor did the company take substantial steps to produce it for delivery to 

consumers by 2023 or 2024 as represented to investors.  Instead, Kavtaradze disassembled the 

robot prototype and placed it in storage.  

vi.  Defendants prepare for second crowdfunding investment offering but 

ultimately abandon it  

29. Despite having stopped working on the robot prototype, Defendants prepared to 

conduct a second Regulation Crowdfunding offering of SAFEs in March 2023, this time through 

a crowdfunding platform operated by TruCrowd Inc.  In its TruCrowd offering page, Destiny 

Robotics repeated many of the same statements about Destiny Robotics’ humanoid robot, 

including that the robot prototype was able to “engage in meaningful conversations and forge deep 

connections with humans.”  

30. In January 2023, Kavtaradze applied for admission to six prominent MBA 

programs, using investor funds to pay the application fees.  In April 2023, Kavtaradze learned that 

Destiny Robotics was under investigation by the Financial Industry Regulatory Authority 

(“FINRA”) when she was contacted by a FINRA investigator.  Defendants did not go through with 

the TruCrowd crowdfunding offering.  In the fall of 2023, Kavtaradze moved to California to 

pursue her MBA.  

 

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B. Defendants’ Material Misrepresentations to Investors 

 

31. Defendants made material misrepresentations to solicit prospective investors to 

invest in Destiny Robotics’ crowdfunding offering, including, among others, about the capabilities 

of Destiny Robotics’ products; their expected release date; touting the completion of the hologram 

prototype while omitting that it had been abandoned; promoting that Investor A endorsed an 

investment in Destiny Robotics without disclosing Kavtaradze’s personal relationship with him 

and the company’s grant of stock to him; and falsely claiming that Kavtaradze was an experienced 

executive from a technology company.  Defendants also failed to disclose that Kavtaradze misused 

some of the offering proceeds for personal use. 

i) Misrepresentations About the Capabilities and Launch Dates of Destiny 

Robotics’ Products 

 

32. During the Relevant Period, Defendants touted the cutting-edge technology and AI 

capabilities of its humanoid hologram and its robot in social media posts, press releases, Destiny 

Robotics’ website, the Wefunder website, and other communications to investors.  The statements, 

written or approved by Kavtaradze, often were accompanied by images of full-body robots and 

robots with human like features that the company was not in fact developing. 

33. On July 15, 2021, Defendants posted on social media that “[w]e create a 

comprehensive map of the key mechanisms of human intelligence and recreate that into a software 

system.”  This was false as the company was not doing such work with software and human 

intelligence.  

34. On or about July 21, 2021, Defendants posted on social media the following 

statement featuring an image of a humanoid robot:  

Destiny is a neo-human robot created by Destiny Robotics.  She is a unique 

combination of AI, robotics, engineering, art and design. Our lab is working 

on developing AI & Software and Robot Prototype [sic].  She will be able 

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to identify human emotions and react compassionately.  Being trustworthy 

and reliable are the main parts of her character.  Destiny’s appearance is 

also different from regular humanoid robots, as she has human-like skin, the 

ability to communicate, and even showing emotions.  The resemblance to 

humans makes the communication process much easier with the robot.  Our 

goal is to create a standard for Robot to human interaction, making 

communication much more organic and efficient. 

 

35. Similarly, in another post on social media on July 22, 2021, Defendants repeated 

the statement that “Destiny is a neo-human robot created by Destiny Robotics” and featured an 

image of a humanoid robot prototype with facial features.  The post stated they were working on 

the prototype that would be “able to identify human emotions and react compassionately” and 

would have “human like skin, the ability to communicate, and even showing [sic] emotions.”  This 

was false.    

36. These statements were false because Defendants did not have a robot prototype 

created when the statements were posted, much less one with the AI capabilities touted.  The 

images that accompanied the postings also created false expectations about the capabilities of the 

humanoid robot that the company was working to launch on the market.    

37. On its webpage for the Wefunder offering initiated in February 2022, after the 

hologram prototype was finished, the company stated that the hologram has “the ability of 

psychological therapy.”  This was false as the hologram prototype did not have the capability of 

providing psychological therapy given its limited ability to only respond to very basic inquiries.   

38. In February 2022, Destiny Robotics issued a press release stating that it was 

“pleased to announce the world’s first humanoid robot as a home assistant. . . Destiny Robotics is 

currently developing the first prototype of a humanoid robot that serves as an [AI] home assistant.”  

The press release included an image of a full-body robot depicted in Paragraph 21 above.  This 

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press release was issued on around the time that Destiny Robotics commenced its crowdfunding 

offering on Wefunder.   

39. As part of the crowdfunding offering, Destiny Robotics had a webpage on 

Wefunder’s website starting in February 2022 describing the company and posting images of a 

humanoid robot.  Defendants represented that the company was “making the world’s first 

humanoid robot assistant”  and that their products would use cutting-edge technology and would 

be capable of being a companion and assist with tasks.  These statements, like the ones in the press 

release described in the previous paragraph, were false as the company was not working on such 

a robot with those capabilities, much less like the one depicted.   

40. In a pitch deck for investors published in 2022 the company published the image 

contained in paragraph 21 above.  In this image, the company stated: “Humanoid Robot Destiny.  

First Humanoid Robot for Household Use.  Destiny Robot is a unique combination of Artificial 

Intelligence, robotics, engineering, art and design.”  This statement was accompanied by an image 

of a full body, humanoid robot, and statements about features such as “motor control” and 

“algorithms to control her body,” that inaccurately suggested the company was developing a full-

body robot.   

41. The company’s webpage for its Wefunder offering also stated that the humanoid 

robot purportedly would exist and serve “the needs of physically handicapped people, the elderly, 

kids, and the busiest family members” and would be useful for tasks such as “[o]rdering,” 

“[l]earning,” “[k]ids [c]are,” [c]risis [m]anagement,” “[e]lderly [c]are,” “[p]sychological 

[t]herapy.”  These statements were misleading because Destiny Robotics was not developing a 

robot with the AI capabilities of a home assistant, much less one that resembled the image used 

and had the capabilities stated.  In truth, Destiny Robotics used commercially available technology 

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in product development and had no possibility of producing a personal assistant robot as 

represented, much less have it on the “market” in 2023, much less with its resources.  Indeed, on 

a balance sheet for Destiny Robotics, available to on the Wefunder website in February 2022, 

Destiny Robotics’ accountant stated that as of January 17, 2022, the company had only $1,190 in 

cash and cash equivalents.  

42. Starting in early 2023, when Destiny released its robot prototype, Defendants made 

misrepresentations about the AI capabilities and development of a humanoid robot, suggesting that 

the company had in fact built such a robot and had finalized its technology research.  Beginning 

in March 2023, its website announced, “Destiny is here!” Defendants represented that the robot’s 

“cutting-edge features enable Destiny to engage in meaningful conversations and forge deep 

connections with humans.”  Defendants further represented that the robot would be “capable of 

understanding and responding to human emotions, allowing for personalized interactions and 

companionship. . .” 

43. These representations were false.  In truth, Destiny Robotics was not developing a 

robot with extremities and had no realistic possibility of delivering such a robot in 2023.  The 

prototype developed in early 2023 (depicted in paragraph 25) was limited to a bust with a simple 

plastic hard shell encasing a camera and lights.  In contrast to the images used in solicitations, 

there were no hands, eyes, or legs on the prototype. 

44. Moreover, the robot prototype’s developed capabilities were limited to those 

attained through conversational AI and facial recognition software the company purchased.  The 

company did not innovate new advances in software or technology, and had not “finalized [its] 

technology research” to enable it to produce the robot prototype it touted to the public.  As such, 

its robot prototype could not carry-on a conversation or provide anything resembling 

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companionship.  Contrary to its representations, the company had no real probability of producing 

the type of advanced robot capable of responding to human emotions and providing 

companionship to reduce loneliness.  

ii) Misrepresentations About Investor A’s Endorsement of Destiny Robotics 

 

45. Since at least February 2022, Destiny Robotics’ Wefunder offering webpage 

prominently featured Investor A’s picture with his endorsement of the company’s management 

team and of the investment.  Investor A was known to some investors as the CEO and founder of 

another AI start-up company that had been raising funds in crowdfunding for years.  The 

endorsement credited Investor A with stating: 

I invested in Destiny Robotics because I believe in the mission of the 

company, team, and market opportunity.  1) I am a big believer in their 

mission to create socially intelligent robots to allow meaningful interaction 

between humans and robots. 2) They have an elite team with work 

experience . . . 3) Market. They have a first-mover advantage in a multi-

billion robotics market.  They are well-positioned to disrupt one of the 

fastest-growing markets. 

  

46. Destiny Robotics also named Investor A as the lead investor for the Wefunder 

crowdfunding offering.  As lead investor, Investor A was supposed to represent the interests of all 

investors in the offering and, thus, purportedly acted as a fiduciary.  Defendants failed to disclose, 

however, that Kavtaradze and Investor A were engaged at the time these statements were posted 

on its website.  Defendants also failed to disclose in the endorsement that Investor A acted as a 

consultant to Destiny Robotics, which had granted shares to Investor A making him its fourth 

largest shareholder.  The failure to disclose these facts rendered the statements about Investor A’s 

endorsement misleading, especially given that the company had named Investor A as its lead 

investor. 

 

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iii) Misrepresentations About Kavtaradze’s Background and Experience 

47. Throughout the relevant period, Defendants also made material misrepresentations 

in Destiny Robotics’ webpage touting Kavtaradze’s experience and qualifications as CEO, stating 

that Kavtaradze was an “experienced technology executive” and had experience being 

“responsible for managing large-scale projects and leading diverse teams.”  These 

misrepresentations were also made in social media and included in the company’s Wefunder 

webpage.  In truth, Kavtaradze had no significant experience as an executive in a technology 

company rendering these statements materially misleading.  Prior to Destiny Robotics, Kavtaradze 

never served as CEO or executive in a functioning tech company.  Her most significant purported 

executive experience was as vice president for Eastern Europe for a company that Investor A 

established in the United States.  Kavtaradze supposedly worked for this company for one year 

while she was in the Republic of Georgia studying international relations.  However, webpages for 

this company reveal it had only one employee and no presence in Eastern Europe.  Furthermore, 

Kavtaradze has since stated she did not have a background in technology other than what she 

taught herself.   

iv) Misrepresentations About the Use of Investor Funds  

 

48. As part of its crowdfunding offering through Wefunder, Destiny Robotics included 

a “Use of Funds” section in a Form C, which was filed with the Commission on or about February 

16, 2022.  Destiny Robotics’ offering page in Wefunder made this Form C available to investors 

through a link.  In this Use of Funds section, Destiny Robotics represented to investors that their 

funds would be used as follows:   

42% towards product development.  Paying to hardware and software 

development team.  38% towards business development.  Cost of Personnel.  

Cost of Marketing.  12.5% towards operations – logistics, travel, office 

space, other SG&A. 7.5% towards Wefunder fees.  

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49.   Kavtaradze’s use of investor funds rendered this statement misleading, as she also 

used investor funds for her own personal expenses, which she did not disclose.  Between May 

2022 and April 2023, Kavtaradze misused approximately $13,000 of investor funds to pay for non-

business-related expenses and for her personal use, including meals, and travel, and application 

fees for MBA programs.  Kavtaradze did not disclose this use of investor funds.  

V. CLAIMS FOR RELIEF 

COUNT I 

Violations of Section 17(a)(2) of the Securities Act 

(Against All Defendants) 

 

50. The Commission repeats and realleges Paragraphs 1 through 49 of this Complaint 

as if fully set forth herein. 

51. Since as early as July 2021 through at least April 2023, Defendants, in the offer or 

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

interstate commerce or by use of the mails, directly or indirectly, negligently obtained money or 

property by means of untrue statements of material facts and omissions to state material facts 

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

were made, not misleading. 

52. By reason of the foregoing, Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 17(a)(2) of the Securities Act [15 U.S.C. § 

77q(a)(2)]. 

  

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COUNT II 

Violations of Section 17(a)(3) of the Securities Act 

(Against All Defendants) 

 

53. The Commission repeats and realleges Paragraphs 1 through 49 of this Complaint 

as if fully set forth herein. 

54. Since as early as July 2021 through at least April 2023, Defendants, in the offer or 

sale of securities by use any means or instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly, negligently engaged in transactions, 

practices and courses of business which have operated, are now operating or will operate as a fraud 

or deceit upon the purchasers of such securities. 

55. By reason of the foregoing, Defendants, directly and indirectly, violated, and unless 

enjoined, are reasonably likely to continue to violate Section 17(a)(3) of the Securities Act [15 

U.S.C. § 77q(a)(3)]. 

VI.  RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests that this Court find Defendants 

committed the violations alleged in this Complaint, and: 

A. 

Permanent Injunction 

Issue Permanent Injunctions enjoining Defendants Destiny Robotics and Kavtaradze, and 

their officers, agents, servants, employees, attorneys, and all persons in active concert or 

participation with them and each of them, from violating Sections 17(a)(2) and (3) of the Securities 

Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]. 

  

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B. 

Disgorgement and Prejudgment Interest Against Kavtaradze 

Issue an Order directing Defendant Kavtaradze to disgorge all ill-gotten gains received, 

including prejudgment interest, resulting from the acts and/or courses of conduct alleged in this 

Complaint. 

C. 

Civil Monetary Penalties Against Kavtaradze 

Issue an Order directing Defendant Kavtaradze to pay civil money penalties pursuant to 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)]. 

D. 

Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

E. 

Retention of Jurisdiction 

Further, the Commission respectfully requests the Court retain jurisdiction over this action 

and over Defendants in order to implement and carry out the terms of all orders that may hereby 

be entered, or to entertain any suitable application or motion by the Commission for additional 

relief within the jurisdiction of this Court. 

  

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VII. DEMAND FOR JURY TRIAL 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

 

Dated:  October 15, 2024          Respectfully submitted, 

By: /s/ Russell Koonin   

Russell Koonin 

Senior Trial Counsel 

Fla. Bar No. 0474479 

Direct Dial: (305) 982-6390 

Email: [email protected] 

 

Eric E. Morales 

Senior Counsel 

Bar No. 1010791 

Direct Dial: (305) 416-6261 

Email: [email protected]  

 

Attorneys for Plaintiff 

Securities and Exchange Commission 

801 Brickell Avenue, Suite 1950 

Miami, FL 33131 

Telephone: (305) 982-6300 

Facsimile: (305) 536-4154 

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mailto:[email protected]
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