Risk & Compliance

Two Charged With Stem Cell Microcap Fraud

The pair controlled virtually all of YaFarm Technologies' shares and used “false and misleading” press releases to cause the share price to rise.
Matthew HellerSeptember 22, 2015

A Massachusetts stock promoter and a Colorado man have been charged with making more than $1.2 million by manipulating the stock of a microcap company that claimed to be in the business of stem cell therapy.

In a civil complaint filed Monday, the U.S. Securities and Exchange Commission said promoter Louis Buonocore, 60, and partner Frank Morelli, 59, concealed their control of virtually all of YaFarm Technologies’ shares and used “false and misleading” press releases to spark interest in the firm and cause the stock price to rise.

As a result of the fraudulent scheme, the SEC said, Morelli and Buonocore each sold millions of YaFarm shares at artificially high prices, reaping profits in excess of $200,000 and $1 million, respectively.

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The charges “outline a scheme by corporate insiders to defraud investors by disguising their role in the company, disguising their control of the company’s shares, and misleading the public about the company’s operations,” Paul G. Levenson, director of the SEC’s Boston regional office, said in a news release.

The U.S. Attorney in Boston filed parallel criminal charges against Buonocore on Monday, alleging conspiracy and securities fraud. Both he and Morelli have agreed to partial settlements of the SEC charges that bar them from serving as officers of public companies.

According to the SEC, the defendants acquired control of YaFarm in October 2012 but concealed their ownership by installing two associates as its sole officers and directors. After a stock split, they “controlled virtually all of the approximately 18 million purportedly unrestricted YaFarm shares,” the SEC said.

Between February and May 2013, Buonocore and Morelli allegedly hyped the stock in press releases that touted a purported arrangement with the Integrative Stem Cell Institute, misrepresenting to investors that ISCI was developing a laboratory in Cancun, Mexico.

YaFarm’s stock had traded infrequently during the previous several years but the “defendants’ distribution of false and misleading news … caused YaFarm’s stock price to rise to a high of approximately $.33 per share as millions of shares were traded during and following February 2013,” the SEC said.