Defendant Allegedly Misappropriated Information He Obtained While Advising Kadmon Holdings, Inc. in Connection with Its Sale to Sanofi
Damian Williams, the United States Attorney for the Southern District of New York, and Michael J. Driscoll, Assistant Director-in-Charge of the New York Field Office of the Federal Bureau of Investigation (“FBI”), announced today the unsealing of a complaint charging FRANK GLASSNER, a principal of an executive compensation consulting firm based in Novato, California (the “Consulting Firm”), with securities fraud in connection with a scheme to commit insider trading based on material, nonpublic information regarding the upcoming public announcement that Kadmon Holdings, Inc. (“Kadmon”) – which GLASSNER and the consulting firm were advising – would be acquired by Sanofi, S.A. (“Sanofi”). GLASSNER was arrested this morning in Novato, California and will be presented today in the United States District Court for the District of Northern California.
U.S. Attorney Damian Williams said: “As an advisor to Kadmon Holdings, Frank Glassner is alleged to have illegally taken advantage of his access to nonpublic information regarding the company’s acquisition to front run trades for himself. Glassner’s alleged attempts to illegally game the markets may have given him a profitable edge, but they also exposed him to a much riskier downside — criminal liability for insider trading.”
FBI Assistant Director-in-Charge Michael J. Driscoll said: “We allege Glassner used confidential information he was privy to as a consultant to trade in advance of a company’s acquisition and then to cash in after the deal was publicly announced. This type of illicit action makes markets unfair and creates an atmosphere of distrust. Our work investigating insider trading hopefully restores faith for investors who need to believe in the process.”
As alleged in the Complaint unsealed today in Manhattan federal court:[1]
Prior to its acquisition by Sanofi, Kadmon was a publicly-traded biopharmaceutical company that engaged in the discovery, development, and commercialization of small molecules and biologics with a focus on inflammatory and fibrotic diseases. Kadmon’s stock was traded under the ticker symbol “KDMN” on the NASDAQ.
Between July 2021 and September 2021, Kadmon engaged GLASSNER and the Consulting Firm to provide executive compensation consulting services related to the potential acquisition of Kadmon. In connection with this engagement, GLASSNER had access to material, non-public information, which he misappropriated and, in violation of the duties that he owed to Kadmon, used to trade Kadmon stock and call options.
GLASSNER engaged in this trading between on or about August 3, 2021 and on or about August 23, 2021 – at the same time he was advising Kadmon about its potential acquisition. On September 8, 2021, Kadmon publicly announced that it had agreed to be acquired by Sanofi for a per-share price significantly above the share price at which Kadmon was trading. That day, Kadmon’s share price increased by approximately 71% and GLASSNER earned approximately $405,000 of realized and unrealized profits on the Kadmon stock and call options he had previously purchased.
GLASSNER, 68, of Novato, California is charged with two counts of securities fraud, one of which carries a maximum sentence of 20 years in prison and one of which carries a maximum sentence of 25 years in prison.
The maximum potential sentences are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant will be determined by a judge.
Mr. Williams praised the outstanding work of the FBI. Mr. Williams also thanked the U.S. Securities and Exchange Commission, which today filed a parallel civil action.
The charges contained in the Complaint are merely accusations, and the defendants are presumed innocent unless and until proven guilty.
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