The U.S. Securities and Exchange Commission (SEC) has sued Canadian financier Andrew DeFrancesco, alleging he orchestrated an alleged fraud in 2018 involving the shares of a small Nasdaq-listed tech company called Cool Holdings Inc.
The Securities and Exchange Commission’s civil complaint also names DeFrancesco’s ex-wife, two former company executives and DeFrancesco’s personal assistant as defendants.
The request from US regulators could lead to a permanent ban on DeFrancesco from being a director or officer of an SEC-registered company.
Miami-based Cool Holdings, now known as Simply Inc., filed for voluntary bankruptcy for liquidation last June.
In this fraudulent $8 million operation, shareholders exaggerated the company’s prospects, then sold their shares at inflated prices to new, unsuspecting shareholders.
In 2017, DeFrancesco took over a shell company with no commercial activities, calling it Cooltech, then using it to acquire Latin American consumer electronics companies in which his family had stakes. Cooltech then merged with a Nasdaq-listed smartphone company and was named Cool Holdings. DeFrancesco was chairman of the company’s board.
In one week in mid-September 2018, shares of Cool Holdings went from $5.18 to $22.61. At the time, Cool Holdings was the subject of a series of promotional articles that appeared on various websites and in press releases. The articles touted their ties to big business and their plans for expansion.
The SEC alleges that DeFrancesco used a series of small businesses, as well as misrepresentations by himself and his wife, to conceal that he owned 32% of Cool Holdings.
Additionally, the SEC believes that Apple halted Cool’s expansion into Latin America in January 2018, due to weak sales and Cool Holdings’ inability to pay its bills. “Cool’s purported goal of expanding to 200 stores was unachievable and had no basis in reality, Cool no longer met Apple’s performance requirements, and existing stores were not operating profitably,” claimed the SEC.
“By the end of 2018, DeFrancesco had sold over 1.6 million shares, all through accounts nominally controlled by his ex-wife Catherine DeFrancesco and other family members, but in reality controlled by DeFrancesco. , for profits of more than $8 million,” the SEC alleges.
Andrew DeFrancesco is described by Forbes as a “shrewd serial investor”, with significant holdings in the beverage, oil, gold, cryptocurrency and cannabis industries.
Kimoa, the textile company owned by Fernando Alonso, was one of the logos of several well-known brands that appeared on the car of Canadian driver Devlin DeFrancesco, son of Andrew DeFrancesco.
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