Legal

Keyuan Petrochemicals Joins SEC Sanction List

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Reverse merger company Keyuan Petrochemicals (KEYP) and its CFO Aichun Li engaged in egregious accounting activity in 2010 and 2011, according to a settlement in which the company did not dispute Securities and Exchange Commission claims.

China-based Keyuan became public through a reverse merger with shell Silver Pearl Enterprises in May 2010. The company subsequently raised $52 million in a pair of convertible preferred stock PIPE offerings in 2010, according to PlacementTracker data. Investors included funds managed by Vision Capital Advisors, Taylor Asset Management, Whalehaven Capital, Westpark Capital and China Reinv Partners. Prax Capital Management's Dragon State International Ltd. was the sole investor in the second PIPE, which was placed by TriPoint Global Equities.

Legal
Virginia Sourlis

Reverse Merger Lawyer Sourlis Barred

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Regulators have moved to ban New Jersey reverse merger attorney Virginia Sourlis, alleging that Sourlis fabricated a bogus legal opinion that set the stage for the illegal offering of millions of shares of stock in Greenstone Holdings. The Securities and Exchange Commission has given Sourlis 30 days to request a hearing on the charges or the ban will become permanent. Sourlis’ law firm has been active as counsel in at least 30 reverse merger transactions since 2005. Greenstone formed in 2005 through a merger with a shell company, according to Securities and Exchange Commission claims that the transaction was intended to prevent the wood treatment maker from going into bankruptcy. In 2012, a U.S. District Court found Sourlis liable for fraud in the unlawful issuance of over six million shares of Greenstone stock.

Legal
New Stream Capital

New Stream Managers Arrested on Conspiracy, Fraud Charges

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Two co-founders of Ridgefield, Conn.-based hedge fund New Stream Capital were indicted on nineteen counts of criminal conspiracy, securities fraud, and wire fraud on Tuesday by the U.S. Justice Department. The fund’s CFO Richard Pereira was also arrested for his role in allegedly falsifying the fund’s financial statements. The SEC also filed a parallel civil fraud suit against the New Stream trio today, charging that $50 million was raised off false promises about the fund’s asset structure and senior debt positions, when in fact the fund knew it was facing massive redemptions in 2007 and 2008. David Bryson and Bart Gutekunst put up their Connecticut mansions for their $5 milllion bail bonds. Pereira posted a $300,000 bond.

Markets
Biotech

Thinly Traded BioMed Issuers See Favorable Terms

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Conventional wisdom in the private placement market has long held that an issuer’s size and liquidity largely dictate a deal’s structure. The most onerous discounts and warrant coverage are reserved for the smallest and most thinly traded companies, the thinking goes, while the terms improve as an issuer’s size and liquidity grows. 

But a review of unregistered common stock PIPEs and growth equity private placements (GEPPs) over the past year reveals that the rule of thumb has hardly applied to biotech and pharmaceutical issuers. Traditionally companies in these industries have been the most active pursuers of private financings, and findings indicate that some funds are willing to take high risks for high rewards. Using Sagient Research’s growth equity market monitor PlacementTracker, Growth Capital Investor analyzed private financings over 12 months ended Jan. 31.