The SEC announced it has instituted a temporary asset freeze and secured a restraining order and other emergency relief against Mmobuosi Odogwu Banye, aka Dozy Mmobuosi, and three affiliated US-based entities of which he is the CEO.
The order and relief are in connection with what the agency says was Mmobuosi’s multi-year scheme to inflate the financial performance metrics of his companies and key operating subsidiaries to defraud investors worldwide.
The SEC’s complaint was filed in the US District Court for the Southern District of New York on Monday.
Material misrepresentations
The SEC alleges that, since at least 2019, Mmobuosi spearheaded a scheme to fabricate financial statements and other documents of the three entities, Tingo Group Inc., Agri-Fintech Holdings Inc., and Tingo International Holdings Inc. and their two Nigerian operating subsidiaries called Tingo Mobile Limited and Tingo Foods PLC.
The complaint says Mmobuosi made and caused the entities to make material misrepresentations about their business operations and financial success in press releases, periodic SEC filings, and other public statements.
Antonia M Apps, Regional Director of the SEC NY Regional Office, said: “As alleged, Mmobuosi spearheaded a brazen scheme using phony records and fictitious entities to make the Tingo companies he controlled appear highly profitable, so that he could hoodwink investors and reap massive benefits at their expense.”
For instance, Tingo Group’s fiscal year 2022 Form 10-K, filed in March 2023, reported a cash and cash equivalent balance of $461.7m in its subsidiary Tingo Mobile’s Nigerian bank accounts. In reality, those same bank accounts allegedly had a combined balance of less than $50 [not a typo] as of the end of fiscal year 2022.
The complaint alleges that Mmobuosi and the entities he controls have fraudulently obtained hundreds of millions in money or property through these schemes and Mmobuosi has siphoned off funds for his personal benefit, including purchases of luxury cars and travel on private jets, as well as an unsuccessful attempt to acquire English soccer club Sheffield United, among other things.
Violations and relief sought
All four defendants were charged with violating the anti-fraud provisions of the federal securities laws.
The complaint additionally charges Nasdaq-listed Tingo Group, OTC-traded Agri-Fintech and Mmobuosi with reporting, books and records, and internal controls violations.
It also charges Mmobuosi with lying to auditors, insider trading, and failing to disclose the sales of millions of Agri-Fintech common stock for which he was the ultimate beneficial owner.
“Mmobuosi spearheaded a brazen scheme using phony records and fictitious entities to make the Tingo companies he controlled appear highly profitable.”
Antonia M Apps, Regional Director of the SEC NY Regional Office
The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains and prejudgment interest, civil penalties, and the return of bonuses and profits obtained by Mmobuosi from the sales of Tingo Group or Agri-Fintech stock. The complaint also seeks an order prohibiting Mmobuosi from acting as an officer or director of a public company or from participating in the offering of any penny stock.