The Securities and Exchange Commission (SEC) has filed a lawsuit against Brett Rosen, Deborah Braun, David M. Massey, and RB Capital Partners, Inc.

The SEC’s complaint, submitted at the California Southern District Court on January 21, 2026, alleges that, from at least January 2021 through at least June 2024 (the “Relevant Period”), Rosen and RB Capital engaged in a fraudulent scheme in which they used social media to promote the stock of a struggling public company, Solar Integrated Roofing Corporation, while simultaneously making massive, undisclosed sales of their own Solar stock at enormous profits.

As part of their fraudulent promotional scheme, the RB Capital Defendants created the false impression that they were acquiring their own Solar stock at prices far higher than what they actually paid for the stock.

During the Relevant Period, the RB Capital Defendants acquired Solar stock by purchasing promissory notes from Solar that were convertible to Solar stock.

The RB Capital Defendants entered into six convertible note agreements, which purported to allow them to receive Solar stock at certain fixed conversion rates, initially $3 per share and later $4.50 per share.

Contrary to the Notes’ stated terms, however, Solar subsequently allowed the RB Capital Defendants to convert the Notes to stock at much lower conversion rates—ranging from 14 cents ($0.14) per share to as little as $0.00005 per share, or half a hundredth of a cent per share.

At the same time that the RB Capital Defendants were acquiring low-priced Solar stock through the Notes conversions, they falsely and misleadingly promoted Solar stock to the public on social media—including by telling the public that Solar was an attractive, long-term investment; and by creating the false impression that they would convert their Notes to Solar stock at the far higher conversion rates stated in the Notes.

In fact, directly contrary to their social media posts promoting Solar stock, the RB Capital Defendants converted their Solar stock at the lower prices set forth above and sold them into the open market for enormous profits, without disclosing their massive Solar stock sales to the unsuspecting public.

The SEC’s complaint alleges that, through their fraudulent scheme, the RB Capital Defendants pocketed millions of dollars in illicit profits, acquiring over 1.6 billion shares of Solar stock at secretly discounted prices—ranging from $0.00005 to $0.14 per share—and then selling over 1.4 billion of these shares to the public at prices ranging from $0.0001 to $2.60 per share.

Defendant Braun, a co-owner of RB Capital, was at all relevant times a control person of RB Capital, and she provided substantial assistance to the RB Capital Defendants in carrying out their fraudulent scheme to promote Solar stock to the public while simultaneously selling it.

Additionally, in February 2023, Defendant Massey, Solar’s CEO, engaged in fraudulent conduct regarding Solar–by directing Solar to issue a press release falsely claiming that Solar had secured a $10 million a line of credit with a large national bank to finance Solar’s working capital needs. In fact, as Massey knew at the time of the Press Release, Solar had not entered into any such credit facility with a financial institution.

The day after Solar issued the Press Release, Solar’s stock price rose by 40%, and the volume of Solar shares trading in the market skyrocketed by approximately 500% compared to the prior day’s trading volume.

The RB Capital Defendants intended the Press Release to create the impression for investors and potential investors that Solar had been deemed creditworthy by a large bank and had secured capital for its business.

The SEC accuses RB Capital and Rosen of violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

The SEC claims Braun:

• is liable as a control person under Exchange Act Section 20(a) [15 U.S.C. § 78t(a)] for RB Capital’s violations of Exchange Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5 thereunder [17 C.F.R. §§ 240.10b-5]; and
• aided and abetted RB Capital’s and Rosen’s violations of Securities Act Section 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)] and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and 10b-5(c) thereunder [17 C.F.R. §§ 240-10b-5(a) and (c)].

The SEC further accuses Massey of violations of the Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].

The regulator seeks a final judgment:

• permanently enjoining the defendants from violating the federal securities laws and rules this Complaint alleges they have violated;
• ordering the defendants to disgorge all ill-gotten gains they received as a result of the violations alleged here and to pay prejudgment interest thereon;
• ordering the defendants to pay civil money penalties;
• permanently prohibiting the defendants from participating in any offering of a penny stock, pursuant to Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)];
• prohibiting Massey from serving as an officer or director of any company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)].