Adam Rogas Raised $123 Million From Investors Using Financial Statements That Showed Tens of Millions of Dollars of Revenue and Assets that Did Not Exist
Damian Williams, the United States Attorney for the Southern District of New York, announced that ADAM ROGAS, the co-founder and former CEO, CFO, and member of the board of directors of a Las Vegas-based cyberfraud prevention company NS8, Inc. (“NS8”), was sentenced today in Manhattan federal court to five years in prison for engaging in securities fraud by creating and using fraudulent financial data to obtain over $123 million in financing for NS8, of which he personally obtained approximately $17.5 million. ROGAS pled guilty on March 16, 2022, before United States District Judge John P. Cronan, who imposed today’s sentence.
U.S. Attorney Damian Williams said: “Adam Rogas took the ‘fake-it-till-you-make-it’ saying to a criminal extreme. While claiming to be in the fraud prevention business, Rogas himself faked nearly all of his company’s customers, revenue, and assets. In doing so, he defrauded investors out of over $100 million. Now Rogas will report to prison to be held accountable for his fraudulent scheme.”
In handing down ROGAS’s sentence, Judge Cronan characterized the defendant’s fraud as “brazen, calculated, and long-running.”
According to the Complaint, Indictment, other publicly filed documents, and statements made in court:
ADAM ROGAS was a co-founder of NS8 and served as its CEO, CFO, and as 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 used the materially misleading financial statements to raise those funds.
Specifically, 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.
During the fundraising process in the fall of 2019 and spring of 2020, 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. ROGAS also falsified nearly all of NS8’s purported customers on internal tracking spreadsheets.
Additionally, ROGAS 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. After ROGAS’s fraud was uncovered, NS8 ultimately entered bankruptcy proceedings. ROGAS used his fraudulent proceeds to purchase, among other things, luxury goods and a residence in the Dominican Republic.
In addition to his prison term, ROGAS, 45, of Las Vegas, Nevada, was sentenced to three years’ supervised release and ordered to forfeit $17,542,259.
Mr. Williams praised the outstanding investigative work of the FBI in this investigation. Mr. Williams further thanked the Securities and Exchange Commission for its cooperation and assistance in this investigation.
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