NEW YORK, NY – A CEO of a purported cyberfraud protection company has pleaded guilty to defrauding his business out of $17.5.
Adam Rogas, the co-founder and former CEO, CFO, and member of the board of directors of Las Vegas-based cyberfraud prevention company NS8, Inc. (“NS8”), pled guilty today in Manhattan federal court to securities fraud.
According to the Department of Justice, Rogas used fraudulent financial data to obtain over $123 million in financing for NS8, of which he personally obtained approximately $17.5 million.
U.S. Attorney Damian Williams said: “Today, Adam Rogas admitted to being the proverbial fox guarding the henhouse. While claiming to be in the fraud prevention business, Rogas himself defrauded investors in his company of over $100 million. Now Rogas will be held accountable for his fraudulent scheme.”
According to the Complaint, Indictment, and other publicly-filed documents:
Rogas was a co-founder of NS8, and served as its CEO, CFO, and a member of its board of directors. Rogas was also primarily responsible for the company’s fundraising activities. NS8, which was based in Las Vegas, Nevada, was a cyberfraud prevention company that developed and sold electronic tools to help online vendors assess the fraud risks of customer transactions. In the fall of 2019 and the spring of 2020, NS8 engaged in fundraising rounds through which it issued Series A Preferred Shares and obtained approximately $123 million in investor funds.
Rogas maintained control over a bank account into which NS8 received revenue from its customers, and periodically provided monthly statements from that account to NS8’s finance department so that NS8’s financial statements could be created. Rogas also maintained control over spreadsheets that purportedly tracked customer revenue, which were also used to generate NS8’s financial statements.
Rogas altered the bank statements before providing them to NS8’s finance department to show tens of millions of dollars in both customer revenue and bank balances that did not exist. In the period from January 2019 through February 2020, between at least approximately 40% and 95% of the purported total assets on NS8’s balance sheet were fictitious. In that same period, the bank statements that ROGAS altered reflected over $40 million in fictitious revenue.
Altered (L) and original (R) bank statements for NS8’s revenue account. Rogas altered statements for the account to show tens of millions of dollars in revenue (deposits) that did not exist.
Rogas used these materially misleading financial statements to raise approximately $123 million from investors in the fall of 2019 and the spring of 2020. During the fundraising process, ROGAS also provided the falsified bank records he had created to auditors who were conducting due diligence on behalf of potential investors. After these fundraising rounds concluded, NS8 conducted a tender offer with the funds raised from investors, and ROGAS received $17.5 million in proceeds from that tender offer, personally and through a company he controlled.