SEC Gives Board Chair a DPA for Failing to Correct Press Releases
The SEC alleges that Uni-Pixel Inc. began publicly touting sales of a touchscreen sensor product supposedly in speedy high-volume commercial production when in fact only a few samples had been manually completed. The misrepresentations caused Uni-Pixel’s stock price to more than double, allegedly enabling the former CEO and former CFO to make more than $2 million in personal profits from selling their own shares of company stock. The CEO and CFO allegedly knew the company’s statements were untrue and Uni-Pixel’s manufacturing process was still incapable of mass producing commercial quantities of sensors.
Without admitting or denying the charges, Uni-Pixel settled the matter with the SEC, and litigation against the CEO and CFO continues.
Perhaps more interestingly, the SEC entered into a deferred prosecution agreement with the company’s former chairman of the board, who has agreed to cooperate and be barred from serving as an officer and director for five years. The deferred prosecution agreement with former board chairman alleges the former chair became aware that information in Uni-Pixel’s press releases was inaccurate but failed to ensure that the company corrected the releases. The agreement requires the former chair to cooperate with the SEC’s continuing case while complying with certain undertakings in order to avoid civil charges against him.
The deferred prosecution agreement states the former Board chair testified:
- Uni-Pixel’s CEO was “basically out of control on [company] press releases;”; and
- Despite repeatedly instructing Uni-Pixel’s CEO to stop issuing press releases containing false and/or misleading information, he took no affirmative steps to implement any oversight of outgoing press releases or correct misleading press releases after their issuance.
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