The Financial Industry Regulatory Authority (FINRA) has imposed a fine of $90,000 as a part of a settlement with Ceros Financial Services, Inc.

Between May 2022 and August 2023, Ceros served as placement agent in three contingency offerings. Ceros failed to terminate the offerings and promptly return investor funds when there were material changes to the terms of the offerings.

Therefore, Ceros willfully violated Exchange Act Rule 10b-9 and violated FINRA Rule 2010.

From at least May 2022 to at least August 2023, Ceros failed to establish and maintain a supervisory system, including written supervisory procedures (WSPs ), reasonably designed to achieve compliance with Exchange Act Rule 10b-9. Therefore, Ceros violated FINRA Rules 3110 and 2010.

On top of the fine, the firm has agreed to a censure and an undertaking that a member of its senior management who is a registered principal of the firm shall certify in writing that, as of the date of the certification, the firm has remediated the issues and implemented a supervisory system, including written supervisory procedures, reasonably designed to achieve compliance with Exchange Act Rule 10b-9.

Ceros has been a FINRA member since 1995. The firm is headquartered in Rockville, Maryland. It maintains 15 branches and has 115 registered representatives. Ceros conducts a general securities business, which includes offering private placement investment opportunities. During 2022 and 2023, private placements were a majority of the firm’s revenue.