Cannabis News
Defendants Move to Dismiss SEC’s Stock Promotion Scheme Lawsuit
Published
2 years agoon
By
admin
Last November, I wrote this post about a recent case filed by the Securities and Exchange Commission naming cannabis industry players for an alleged stock promotion scheme (or, as some call them, anti-touting violations). Last month, the primary individual defendant, Jonathan Mikula, filed a Motion to Dismiss the claims against him. The other individual defendant, Christian Fernandez, filed his own Motion to Dismiss shortly after.
The case is one to watch given its potential impact on the cannabis industry at large – especially in light of Mikula’s pending Motion to Dismiss – which argues, in part, that the SEC must prove a specific scienter requirement to successfully plead their securities violation claims against him.
What is a stock promotion scheme?
To recap, stock promotion schemes involve scenarios where public companies hire promoters or marketing firms to generate publicity for their stocks, and those promoters or marketing firms publish articles boosting those stocks – while failing to publicly disclose that they’re receiving payments from the companies. Those writers will post seemingly unbiased, glowing articles or reviews about the companies when they’re really nothing more than paid advertisements. Sometimes, the number of articles can get into the hundreds. And sometimes, the articles even go so far as to state the writers had not been compensated by the companies they’re writing about, when they in fact were.
The SEC v. Mikula, et al. Complaint
The Complaint at issue alleges Mikula unlawfully promoted the securities of four issuers without disclosing the fact that he was paid for those promotions. As one example – one of his articles stated, on behalf of Elegance Brands, that its CBD product, Gorilla Hemp, was retailing for $3.95 per can and could ultimately yield Elegance Brands a 2,630% price increase. It also claimed distribution agreements were in place which could potentially increase Elegance Brands’ share price by 9,900% in five years. He presented his “recommendations” to therefore invest in Elegance Brands as unbiased and not paid for, even though he actually was compensated via cash and “extravagant expenses.”
Mikula’s associates, which include Fernandez, were also charged for acting as middlemen. The SEC alleged they arranged to receive a percentage of investor funds under the guise of “consulting agreements” with the companies.
The Defendants’ positions
Between the filing of the Complaint and December 2022, most of the parties agreed to settle with the SEC by agreeing to permanent injunctions (meaning, they agreed to a laundry list of things they can never do again, starting immediately). Monetary penalties ranged from the $100,000s to the $700,000s. And, the individuals agreed to various bans from serving as an officer and director of any company.
However, Mikula and Fernandez chose to file Motions to Dismiss instead. In broad strokes, Mikula’s Motion to Dismiss is interesting – it argues the SEC failed to plead all facts required by the statute to allege an “anti-touting” violation. Mikula’s position is that this failure impacts all five claims for relief against Mikula:
- Violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) and (c)
- Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b)
- Violations of Section 17(a)(1) and (3) of the Securities Act
- Violations of Section 17(a)(2) of the Securities Act
- Violations of Section 17(b) of the Securities Act
He cites Section 17(b) of the Securities Act (15 U.S.C. section 77q(b)), which provides:
“It shall be unlawful for any person, … to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, or communication which, … describes such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt …”
Mikula’s position is that the SEC has done nothing more than quote buzzwords of the statute as a legal conclusion – it wholly fails to factually allege that Mikula published articles about the stocks “for a consideration received” from the issuers. His position is that receiving payment, even from an issuer, isn’t enough – there must be a causal element demonstrating that the article’s publishing occurred “for the consideration received.” Here, the SEC’s allegations within the Complaint do not specifically allege that the issuers’ money caused Mikula’s publication.
Should scienter be required?
Of course, this essentially amounts to a position that scienter should be pleaded as an additional element of anti-touting allegations. Mikula’s Motion to Dismiss notes the Supreme Court and Ninth Circuit have not ruled on the exact question of whether the SEC must plead and prove scienter to state a violation of Section 17(b). However, relevant case law certainly has impliedly inserted an element of fraudulent intent in prior situations. And, Mikula argues that the core conduct is analogous to the federal bribery criminal statute where the Supreme Court implied a requirement that there be a showing that a defendant acted “corruptly.”
Secondarily, his Motion to Dismiss also generally argues the SEC failed to plead their fraud claims with particularity, and the SEC proceeded in an improper venue (or the case should be transferred to a more convenient forum for the remaining defendants). Fernandez’s Motion to Dismiss makes similar claims.
Conclusion
While the SEC’s pursuit of stock promotion schemes is no new development, their attention to the cannabis industry makes sense in light of the fact that securities violations (and associated lawsuits) have abounded for years, and the public is increasingly interested in both consuming and investing in the space. This case is certainly one to be watched – both as a potential cautionary tale and as potentially precedent-setting in securities law.
In terms of being a cautionary tale, this case serves as a good reminder that the SEC considers stock promotion schemes to be a huge threat to the investing public. In 2017, Melissa Hodgman, then Associate Director of the SEC’s Division of Enforcement, was quoted as stating “Our markets cannot operate fairly when there are deliberate efforts to reach prospective investors with positive articles about a stock while hiding that the companies paid for those articles.” To ensure that purportedly objective investment information is what it claims to be, the SEC has historically settled for high amounts of disgorgement or penalties, as well as injunctive relief.
In terms of being potentially precedent-setting in securities law, Mikula’s position that the SEC must specifically plead a scienter requirement is not squarely addressed by the courts. He is asking the Court to demand the SEC prove he acted with the requisite scienter by proving he had a certain fraudulent state of mind, i.e., intending to mislead the investing public. While it’s up for debate on whether this should be required (especially in order to get past just the pleadings stage), plenty of law in analogous situations do require a high bar in demonstrating scienter to avoid early dismissal (such as fraudulently inducing a shareholder to buy or retain shares or insider trading).
If the Court is sympathetic to Mikula’s position, it may make for significant case law that may make the SEC’s job of pursuing stock promotion schemers much more difficult. This would essentially create an additional factor the SEC to prove – scienter – which is often a fact-intensive inquiry that is difficult to establish, especially in advance of discovery.
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Cannabis News
The Future King of Cannabis will be THC-Infused Beverages
Published
20 hours agoon
February 18, 2025By
admin
As someone who’s been dancing with Mary Jane for over two decades, I’ve watched the cannabis industry evolve from simple flower into an endless array of innovative products. I’ve tried just about every form of cannabis imaginable – from traditional joints to high-tech dabs, from basic brownies to sophisticated gummies, and everything in between.
For most old-school stoners like myself, smoking flower still reigns supreme. Sure, concentrates have carved out their niche, and edibles have certainly found their place in the cannabis kingdom. But there’s one product category that remains tantalizingly out of reach, one holy grail that could revolutionize not just cannabis consumption, but potentially reshape the entire recreational substance industry.
I’m talking about cannabis beverages. Now, before you rush to tell me they already exist – trust me, I know. But what’s currently on the market isn’t even close to what it needs to be. The first company to crack this code – to create the perfect cannabis drink that rivals the ease and social experience of cracking open a beer – stands to make billions.
This isn’t just speculation. Recent market research suggests we’re on the cusp of a beverage revolution, and cannabis is perfectly positioned to lead the charge. Let’s explore why the future king of cannabis isn’t a product that you smoke, dab, or eat – it’s one you’ll drink.
The numbers don’t lie, and they’re telling us something extraordinary. According to a recent study published in the British Food Journal, roughly 53-56% of beer drinkers are open to trying cannabis-infused beverages. Let that sink in for a moment. We’re not talking about a small niche market here – we’re talking about potentially converting half of the beer-drinking population into cannabis beverage consumers.
To put this in perspective, the U.S. beer market generates approximately $100 billion annually. If even a quarter of those open to trying cannabis beverages became regular consumers, we’re looking at a potential market worth tens of billions of dollars. This isn’t just a business opportunity; it’s an industry-defining moment waiting to happen.
But here’s the catch – and it’s a big one. When someone cracks open a beer, they generally know what to expect. Whether it’s a light beer at 4% alcohol or a craft brew at 7%, drinkers understand their limits. Through years of social drinking, people have learned their “sweet spot” – maybe it’s two beers for a pleasant buzz, or three for a livelier evening. The standardization of alcohol content has created a predictable, manageable drinking experience.
Cannabis beverages, however, are still stuck in the Wild West phase. Sure, you might see “10mg THC” printed on the can, but that same dose can floor one person while barely affecting another. The inconsistency isn’t just about individual tolerance – it’s about the fundamental challenge of creating a standardized cannabis drinking experience. Absorption rates vary wildly, onset times are unpredictable, and the overall effects can be all over the map.
This inconsistency is the Achilles’ heel of the current cannabis beverage market. Until someone figures out how to create a product that delivers a consistent, predictable experience – something as reliable as cracking open a Bud Light or a Corona – cannabis beverages will remain a novelty rather than the industry titan they could become.
Major players have already dipped their toes into the cannabis beverage pool. Companies like Pabst Blue Ribbon have launched cannabis-infused seltzers, while Lagunitas offers their Hi-Fi Hops drinks. Even beverage giant Constellation Brands (the folks behind Corona) invested billions in Canopy Growth, signaling big alcohol’s serious interest in the space. Yet, despite these heavy hitters throwing their hats in the ring, we still haven’t seen the breakthrough product that could truly revolutionize the market.
The fundamental challenge lies in creating a standardized drinking experience. Currently, most cannabis beverages rely on traditional THC infusion methods, which leads to unpredictable absorption rates and that dreaded “wait and see” game that’s familiar to anyone who’s eaten an edible. Some companies are experimenting with nano-emulsification technology to make THC molecules more water-soluble, potentially leading to faster onset times and more consistent effects. But we’re not quite there yet.
Here’s where things get really tricky: when cannabis is processed through the liver (as it is with traditional edibles and current beverages), it gets converted into 11-Hydroxy-THC, which packs roughly four times the punch of regular THC. This is why you might feel fine after one cannabis beverage, then suddenly find yourself on Mars after the second one kicks in. Unlike alcohol, where you can generally gauge your level of intoxication as you drink, cannabis beverages can stack up in unexpected ways, leading to the dreaded “green out.”
What the industry needs is some sort of revolutionary chemistry – perhaps a form of THC that bypasses liver processing, or a formulation that caps the conversion to 11-Hydroxy-THC. Maybe it’s about developing a cannabis beverage that provides a short-lived buzz, similar to alcohol’s relatively predictable duration. Or perhaps it’s about creating a self-limiting effect that prevents overconsumption.
The solutions might seem elusive, but the potential reward is staggering. The first company to crack this code – to create a cannabis beverage that allows people to drink socially without fear of unexpected intensity or duration – will essentially be sitting on a gold mine. We’re talking about potentially billions in revenue, not to mention the distinction of creating an entirely new category of social consumption.
The challenge is complex, but the market is ready. With over half of beer drinkers expressing interest in cannabis beverages, the demand is clearly there. Now it’s just a matter of who will solve the chemistry puzzle first. As someone who’s watched this industry evolve for decades, I can tell you – that breakthrough is coming. And when it does, it will fundamentally change not just how we consume cannabis, but potentially how we socialize altogether.
THC-INFUSED BEVERAGES ARE HERE, READ ON…
SORRY, NO BOOZE SERVED – MIAMI FESTIVAL ONLY SERVES THC DRINKS!
Cannabis News
What You Need to Know about the Viral Medical Study Claiming Cannabis Causes Memory Loss
Published
2 days agoon
February 17, 2025By
admin
What You Should Really Know About The Viral Study Claiming Cannabis Causes Memory Loss
Over the past week, we’ve been seeing the same viral news appear on almost every internet news or media outlet.
It’s news surrounding the results of a controversial study, claiming that cannabis use can cause memory loss, especially when consumption patterns are on the heavy side. Researchers from the University of Colorado Anschutz Medical Campus conducted what is considered to be the biggest study of its kind, specifically analyzing the impact of both lifetime and recent cannabis use on the cognitive function of over 1,000 individuals whose ages ranged from 22 to 36.
For the purposes of the study, heavy users were defined as the young adults who consumed weed over a thousand times in their lifetime. On the other hand, moderate users were defined as those who used 10 to 999 times, whole nonusers were those who consumed nonusers. They used MRI tests to assess neural activity among participants, and they were all given a variety of cognitive tasks to complete; the tasks tested different functions in the brain including memory, motor skills, language, emotion, and reward.
Additionally, the investigators used brain imaging technology to measure working memory, which refers to the brain’s short-term storage of information. Humans use working memory in everyday problem solving, reasoning, and other activities.
They found that there was a statistically significant impact on the working memory tasks given to participants, which meant that it was not likely due to coincidence. The dramatic impact was observed among the lifetime and recent cannabis consumers, though it was less significant when compared to other tasks.
“We applied the highest standards to our research, setting rigorous thresholds for statistical significance across all seven cognitive function tests. To minimize the risk of false positives, we employed false discovery rate (FDR) correction. While some of the other tasks indicated potential cognitive impairment, only the working memory task showed a statistically significant impact,” explains Joshua Gowin, PhD, the paper’s first author and an assistant professor of radiology at the University of Colorado School of Medicine and the University of Colorado Anschutz Medical Campus. Specifically, the researchers discovered that the parts of the brain that are responsible for decision making, emotional processing, attention, and memory showed reduced activity among heavy cannabis users.
The Role of Abstaining
While this might come as a shock, it’s important to note that Gowin explains their findings suggest users can abstain from smoking cannabis before engaging in cognitive tasks, since this can help performance.
“People need to be aware of their relationship with cannabis since abstaining cold turkey could disrupt their cognition as well. For example, heavy users may need to be more cautious,” Gowin explains.
The effects of abstaining can depend on several factors, such as an individual’s history of cannabis use, the task at hand, and various biochemical individual differences. Adding to what Gowin said, there are certainly several potential benefits that users can expect when abstaining from weed, especially when they expect to do a mentally-burdensome task. These include an improvement in cognitive function, better concentration and focus, and sharper clarity as well as alertness.
But Can Cannabis Actually Improve Cognitive Function?
Studies have proven time and again that cannabis affects everyone differently. So while weed use can make some people sharper and more focused with cognitive tasks, it may not have the same effect for others – or even the majority of a population, as seen in this study.
There are also other studies proving that cannabis actually improves cognitive function in others, or doesn’t affect it at all. For example, Dr Staci Gruber’s Marijuana Investigations for Neuroscientific Discovery (MIND) program of the McLean Hospital discovered through longitudinal observational studies that medical marijuana patients showed improved performances in cognitive tasks that required them to use executive functioning.
“Rather than getting worse, they’re actually getting better,” explained Gruber. Gruber and her team are focused on analyzing the impact of cannabis and its impact on cognition, function, quality of life, and brain structure. According to her, this can be attributed to patients who can think more clearly since since their symptoms have been alleviated due to medical marijuana use. However, earlier cannabis use, or regular consumption before the age of 16, is still never recommended because this has been found to severely affect cognitive development and performance later on.
Another study, whose findings were presented at the 2018 annual Society for Neuroscience Meeting, found that animal subjects with Alzheimer’s disease, who were treated with THC, showed significant improvemnets in memory and even lost less brain cells compared to those that weren’t. This could be revolutionary if a breakthrough memory or Alzheimer’s medicine could be developed, which included THC.
Conclusion
In short, the viral study claiming that marijuana can affect your memory should be taken with a grain of salt. It’s just one of many studies backing up the fact that weed will always affect people differently, given that there are already several other studies backing up the use of cannabis to improve cognition – even among medical marijuana users who suffer from physical ailments.
Cannabis certainly does offer neuroprotective benefits for the brain, and it can aid with other cognitive functions including creativity, sleep, reduction in anxiety, and much more. We must still remember that even with studies proving this, cannabis use during adolescence should be prohibited and keep in mind that individual variability will always play a role in the outcome.
MARIJUANA USE AND MEMORY FUNCTION, READ ON…
WHY ARE BABY BOOMERS RUSHING TO CANNABIS TO IMPROVE THEIR MEMORY?
Cannabis News
Chairman of High Times Pleads Guilty to $20 Million in Securities Fraud, Then Decides to Change His Guilty Plea?
Published
5 days agoon
February 14, 2025By
admin
In a significant development within the cannabis industry, Adam Levin, the chairman of Hightimes Holding Corp., has agreed to plead guilty to conspiracy charges related to a scheme involving undisclosed payments made to an investment analyst. Or is he? Adam plans to change his guilty plea in a new court proceeding that is coming up. So what gives?
Th original scheme aimed to promote Hightimes’ securities offering, raising serious questions about transparency and ethical practices in the burgeoning cannabis market. As the industry continues to navigate regulatory challenges and public scrutiny, this case highlights the complexities and potential pitfalls that companies face as they seek to capitalize on the growing acceptance of cannabis.
Background on Hightimes Holding Corp.
Hightimes Holding Corp., the parent company of the iconic cannabis culture brand High Times, has been a prominent player in the cannabis industry since its inception. Founded in 1974, High Times has long been associated with cannabis advocacy, culture, and education. Over the years, it has evolved into a multimedia company encompassing print publications, events, and digital platforms focused on cannabis.
In recent years, as legalization efforts gained momentum across various states in the U.S., Hightimes sought to capitalize on this trend by transitioning into a publicly traded entity. In 2020, the company announced its intention to go public through a reverse merger with a publicly traded shell company. This move was seen as a way for Hightimes to access capital markets and fund its expansion initiatives.
However, the journey has not been without its challenges. The company has faced various legal and financial hurdles, including allegations of fraud and operational mismanagement that ultimately led to its receivership in 2024. These issues have raised concerns among investors regarding the company’s governance and financial practices.
The Scheme Uncovered
The recent developments surrounding Adam Levin center on allegations that he participated in a scheme to make undisclosed payments to an investment analyst who promoted Hightimes’ securities offering. According to court documents filed on December 20, 2024, Levin agreed to plead guilty to conspiracy charges related to this arrangement.
The scheme reportedly involved over $150,000 in payments made to the analyst as part of an effort to artificially inflate investor interest in Hightimes’ stock. By compensating the analyst for favorable coverage without disclosing these payments, Levin and others involved sought to create a misleading impression of demand for the company’s securities. This lack of transparency is particularly concerning given the regulatory environment surrounding securities offerings, which mandates full disclosure of any compensation arrangements that could influence an analyst’s recommendations.
The Investigation into this scheme was initiated by both the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC), highlighting a broader scrutiny of practices within the cannabis industry. As more companies enter this rapidly evolving market, regulators are increasingly vigilant about ensuring compliance with securities laws and protecting investors from potential fraud.
## Legal Consequences
As part of his plea agreement, Adam Levin is set to appear in court on January 17, 2025. He faces a potential maximum sentence of five years in federal prison for his role in the conspiracy. The plea agreement indicates that Levin is cooperating with authorities as they continue their investigation into Hightimes and its business practices.
The legal ramifications extend beyond Levin himself; they also raise questions about corporate governance within Hightimes Holding Corp. The company’s board of directors will likely face increased scrutiny regarding their oversight responsibilities and whether they adequately monitored Levin’s actions.
In addition to potential criminal charges for individuals involved in such schemes, companies can also face civil penalties from regulatory agencies like the SEC. These penalties can include fines, disgorgement of profits obtained through fraudulent activities, and restrictions on future business operations.
Implications for Hightimes Holding Corp.
The fallout from Levin’s plea agreement is likely to have significant implications for Hightimes Holding Corp. The company has already been grappling with various challenges related to its financial stability and reputation within the industry. The revelation of this scheme adds another layer of complexity to an already precarious situation.
1. Investor Confidence
One immediate concern is how this development will affect investor confidence in Hightimes Holding Corp. Investors are increasingly cautious about putting their money into companies embroiled in legal controversies or allegations of fraud. Given that Hightimes has already faced scrutiny over its business practices, this latest revelation could deter potential investors from participating in future funding rounds or purchasing shares.
2. Regulatory Scrutiny
The ongoing investigation by federal authorities is likely to result in heightened regulatory scrutiny for Hightimes Holding Corp. Companies operating within the cannabis space must navigate a complex web of federal and state regulations; any indication of wrongdoing can lead regulators to take a closer look at a company’s operations. This increased scrutiny may result in further investigations or audits that could disrupt business operations and hinder growth prospects.
3. Reputation Damage
Hightimes has built its brand around cannabis culture and advocacy; however, allegations of unethical practices can tarnish its reputation among consumers and advocates alike. As public perception plays a crucial role in the success of cannabis companies, any damage done to Hightimes’ reputation could have long-lasting effects on its market position and ability to attract customers.
4. Operational Challenges
With Levin’s impending court appearance and potential sentencing looming over the company, operational challenges may arise as key leadership figures are embroiled in legal battles. Uncertainty regarding leadership stability can create internal disruptions that hinder decision-making processes essential for navigating an evolving market landscape.
Cannabis Industry Challenges
Levin’s case is not an isolated incident but rather part of broader challenges facing the cannabis industry as it matures. As more states legalize cannabis for medical or recreational use—leading some companies toward lucrative opportunities—regulatory compliance becomes increasingly critical.
1. Regulatory Landscape
The regulatory landscape surrounding cannabis remains complex due largely to its classification as a Schedule I substance under federal law despite legalization efforts at state levels. Companies must navigate differing regulations across jurisdictions while ensuring compliance with federal securities laws when seeking investments or going public.
2. Market Competition
As competition intensifies within the cannabis sector—both from established players like Hightimes and new entrants—companies face pressure not only regarding compliance but also profitability metrics that appeal directly toward investors seeking returns on their investments.
3. Public Perception
Public perception plays an essential role in shaping consumer behavior within emerging markets like cannabis; negative headlines can quickly sway opinions against brands perceived as engaging in unethical practices or lacking transparency—further complicating efforts toward building trust among consumers who prioritize ethical sourcing methods when choosing products they consume.
Conclusion
The case involving Adam Levin, chairman of Hightimes Holding Corp., underscores critical issues of transparency and ethical conduct within the cannabis industry, highlighting the potential legal and reputational repercussions that can arise from undisclosed financial arrangements. As Levin prepares to plead guilty to conspiracy charges related to undisclosed payments aimed at promoting the company’s securities offering, this incident serves as a cautionary tale for cannabis companies navigating the complexities of regulatory compliance and investor relations. The fallout from this case not only threatens Hightimes’ financial stability and investor confidence but also reflects broader challenges facing the industry as it matures, emphasizing the need for robust corporate governance and ethical practices to foster trust among consumers and investors alike. Ultimately, the developments surrounding Hightimes and Levin illustrate the delicate balance that cannabis companies must maintain between pursuing growth opportunities and adhering to legal and ethical standards in an increasingly scrutinized market.
HIGH TIMES DRAMA GALORE, READ ON…

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