SEC Charges Dozy Mmobuosi, Tingo Group Inc, AgriFintech Holdings Inc. (f/k/a Tingo Inc.), and Tingo International Holdings Inc with Running a Massive Fraud
On December 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi, and three affiliated U.S.-based entities of which he is the CEO– Nasdaq-listed Tingo Group Inc., OTC-traded Agri-Fintech Holdings Inc. (fka Tingo Inc.), and Tingo International Holdings Inc.–in connection with an alleged multi-year scheme to inflate the financial performance metrics of these companies and key operating subsidiaries to defraud investors worldwide. The SEC is seeking emergency relief to prevent the defendants’ continued dissemination of materially false information to investors and to protect corporate and investor assets.
The SEC’s complaint, filed on December 18, 2023, alleges that, since at least 2019, Mmobuosi spearheaded a scheme to fabricate financial statements and other documents of the three entities and their Nigerian operating subsidiaries, Tingo Mobile Limited and Tingo Foods PLC. The complaint further alleges that 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. For instance, Tingo Group’s fiscal year 2022 Form 10-K filed in March 2023 reported a cash and cash equivalent balance of $461.7 million in its subsidiary Tingo Mobile’s Nigerian bank accounts.
In reality, those same bank accounts allegedly had a combined balance of less than $50 as of the end of fiscal year 2022. According to the SEC’s complaint, the defendants also fabricated the customer relationships that formed the basis of their purported businesses. The complaint alleges that Mmobuosi and the entities he controls have fraudulently obtained hundreds of millions in money or property through these schemes and that 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 an English Football Club Premier League team, among other things.
The SEC charges come as no surprise. The Tingo companies and their CEO, Mmobuosi, were the target of a detailed research report by short-seller Hindenburg Research, which has made a name for itself by calling out massive frauds trading on public exchanges. The June 6, 2023 Report published by Hindenburg caused the Tingo share price to drop 48%.
In their report, Hindenburg called Tingo Group Inc., which was publicly traded on the NASDAQ, “an exceptionally obvious scam with completely fabricated financials” and pointed out several red flags, including fabrications in Mmobuosi’s biography, lies Mmobuosi made about his background and accomplishments, Mmobuosi’s history of financial fraud, and extremely obvious fraudulent claims about Tingo’s business operations.
An article by Forbes Staff reporter Brandon Kochkodin took things even deeper by exposing Tingo Inc.’s prior associations with Leslie Greyling, which Kochkodin described in no uncertain terms as a “Trump-linked stock scammer”. Those associations included Tingo Inc. transferring 100 million shares to various individuals and shell entities with links to Greyling.
Grelying had been promoting Tingo on LinkedIn at the time that Kochkodin reached out to Greyling for comment. Greyling didn’t deny his past associations with Tingo Inc. but claimed he was no longer involved in the company. Still, the link to Grelying was yet another black mark for the company because of Greyling’s past, which Kochkodin detailed in his article, including past indictments and links to organized crime, many colorful characters, and past frauds.
Just last year, Grelying was charged again, this time by the SEC, for his role in a fraud run on Alterola Biotech Inc. (ABTI) and Token Communities Ltd. (formerly TKCM). The case ended in a default judgment against Greyling on April 25, 2023. It was around this time (April 2023) that our researcher became aware of ties between TKCM, Virtual Medical International, Inc. (QEBR), Tingo Inc., and Tingo Group Inc. Some of those ties have interesting links to Israel, which, maybe not coincidentally, is where Tingo Group Inc.’s auditor for their bogus financials, Deloitte Brightman Almagor Zohar, is located.
Hindenburg released a second report about Tingo on September 5, 2023, after Tingo doubled down on its absurd claims about its business operations.
Then, on November 13, 2023, the SEC suspended trading in Tingo Group Inc. as well as in Agri-Fintech Holdings, Inc. (fka Tingo Inc.), citing:
“questions and concerns regarding the adequacy and accuracy of publicly available information in the marketplace Tingo Group, including (1) press releases, periodic filings with the Securities and Exchange Commission—including Forms 10-K, 10-Q, and 8-K—and other publicly disseminated statements, since at least May 10, 2022, about the financial statements and business operations of its then merger acquisition target and current wholly-owned subsidiary, Tingo Mobile Ltd.; and (2) press releases, periodic filings with the Securities and Exchange Commission—including Forms 10-K, 10-Q, and 8-K—and other publicly disseminated statements, since at least February 9, 2023, about the financial statements and business operations of its wholly-owned subsidiary, Tingo Foods PLC.”
and
“questions and concerns regarding the adequacy and accuracy of publicly available information in the marketplace concerning Agri-Fintech and its assets.”
And it took the SEC very little time to act on the findings of Hindenburg Research that led to the suspensions. Just one month later, the charges against Mmobuosi, Tingo Group Inc., Agri-Fintech Holdings Inc. (fka Tingo Inc.), and Tingo International Holdings Inc. came.
The SEC’s complaint, filed in U.S. District Court for the Southern District of New York, charges all four defendants with violating the anti-fraud provisions of the federal securities laws and 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 file Forms 4 disclosing the sales of millions of Agri-Fintech common stock for which he was the ultimate beneficial owner.
The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains and prejudgment interest, civil penalties, and the return, pursuant to Section 304 of the Sarbanes-Oxley Act, of bonuses and profits obtained by Mmobuosi from 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.
As part of the SEC’s emergency application, the SEC seeks an order to show cause and other temporary and preliminary relief against the defendants, including a temporary restraining order: (1) freezing Mmobuosi’s assets; (2) prohibiting TIH, Agri-Fintech and Tingo Group from transferring money or property or issuing shares to Mmobuosi; (3) enjoining the defendants from selling or otherwise disposing of their respective holding in Agri-Fintech and/or Tingo Group stock; (4) prohibiting the defendants and their agents from destroying, altering, or concealing records and documents; and (5) ordering the defendants to show cause why a preliminary injunction continuing the relief set forth in any temporary restraining order as well as ordering repatriation of proceeds and a sworn accounting should not be entered.
To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
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