SEC goes after Digital World Exchange, founder Alexander Elbanna
The Securities and Exchange Commission (SEC) has filed a complaint against Alexander Elbanna, Digital World Exchange, LLC (“DWE LLC”), BoostedPro, LLC, and D.W. Exchange, LLC (“DWE LLC II”).
The regulator alleges that, between approximately February 2018 and April 2021, Alexander Elbanna and three entities that he founded, owned, and promoted in short succession, DWE LLC, BoostedPro LLC, and DWE LLC II, conducted unregistered offers and sales of newly created in-house exchange tokens or crypto asset securities called “DWE” and “BPC.”
The defendants perpetrated a fraudulent scheme through three nominally separate enterprises to illegally raise over one million dollars in proceeds through the unregistered offers and sales of these securities to crypto asset investors.
Each of the Defendants’ enterprises had an associated crypto asset created in limited supply that Elbanna and the relevant entity offered and sold to investors. In rinse and repeat fashion, the first enterprise was shut down as the second began, and so on, until all three had been started and ended in the span of three years.
In addition to the crypto assets they offered for sale, each enterprise also involved an actual or promised crypto asset trading platform that proposed to match, and in one case did match, buyers and sellers of crypto assets. Each enterprise also promised to develop its own marketplace in which users could buy goods and services with crypto assets.
Investors were led to believe that the value of their investments in DWE and BPC was tied to the success of the related trading platform and anticipated marketplace, both of which were purportedly part of the enterprise in which they were investing. Investors relied exclusively on the efforts of Elbanna and his entities to bring these ventures to fruition so that they might realize a return on their investment. Defendants never successfully did so.
When one enterprise was shut down, Elbanna and the next entity offered investors the “opportunity” to swap the crypto asset they had purchased in the previous enterprise for the crypto asset associated with the next, and encouraged them to invest further. Elbanna and his entities thus repeatedly targeted the same group of vulnerable investors, in addition to the general public.
Once Elbanna shut down his third enterprise, investors in all of the associated crypto assets sold by Defendants lost all or nearly all of the funds they had invested, much of which Elbanna misappropriated.
Defendants solicited investors in these securities through numerous material misrepresentations, including false claims regarding Elbanna’s personal wealth, skills, and professional experience, and false assurances that every investment was fully backed by gold, silver, or bitcoin (“BTC”) collateral. Defendants undertook these fraudulent offers and sales of DWE and BPC, which were offered and sold as investment contracts and therefore as “securities,” without registering them with the SEC.
Elbanna also used the same misrepresentations to fraudulently solicit investors to purchase equity shares in DWE LLC. He misappropriated most of the proceeds from those sales as well.
By engaging in the conduct alleged in this Complaint, Defendants violated, and unless restrained and enjoined, will continue to violate Section 5(a) and (c) of the Securities Act of 1933 [15 U.S.C. § 77e(a) and (c)] (“Securities Act”), Section 10(b) of the Securities and Exchange Act of 1934 [15 U.S.C. § 78j(b)] (“Exchange Act”) and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
By this Complaint, the SEC seeks: (a) permanent injunctive relief, disgorgement of ill-gotten gains plus prejudgment interest, and civil penalties against each of the Defendants in this action; (b) an officer and director bar against Defendant Elbanna; (c) a conduct-based injunction prohibiting all Defendants from participating, directly or indirectly, in any securities offering; provided, however, that such injunction shall not prevent Defendant Elbanna from purchasing or selling securities other than DWE and BPC coins or tokens, for his own personal account; (d) disgorgement of ill-gotten gains against Relief Defendant Angela Elbanna; and (e) any other and further relief the Court may deem just and proper.