The U.S. Securities and Exchange Commission (SEC) charged New Jersey resident John Francis Forsythe, III, and his owned and controlled entity, Tri-Bridge Ventures, LLC, with failing to register with the SEC as a securities dealer.

As part of their business, Forsythe and Tri-Bridge allegedly engaged in the financing of convertible notes and sold billions of shares of penny stock converted from such notes, generating millions of dollars in gross sales.

The SEC's lawsuit, filed in the U.S. District Court for the District of New Jersey, alleges that from at least February 2017 through at least November 2022, Forsythe and Tri-Bridge were engaged in the business of entering into convertible notes with penny stock issuers or companies. purchased convertible notes or shares of stock that had been converted from such notes from unaffiliated third parties, converted the notes into shares of stock at a substantial discount to the market price, and sold these newly issued shares into the public market for a sizable profit. Forsythe and Tri-Bridge purportedly acquired convertible notes or shares that had been converted from such notes from at least 31 separate issuers.

From approximately May 2019 through November 2022, for at least 25 of these issuers, Forsythe and Tri-Bridge sold at least $10 billion of penny stock into the market, generating millions of dollars in profits.

During the period of their misconduct, Forsythe and Tri-Bridge were not registered with the Commission, and Forsythe was not affiliated with a registered broker-dealer.

The SEC's complaint alleges that Forsythe and Tri-Bridge violated the registration requirements of Section 15(a)(1) of the Securities Exchange Act of 1934.

The SEC seeks a permanent injunction, recovery of ill-gotten gains with prejudgment interest, civil penalties, penny stock bullion, and disgorgement to cancel any shares, conversion rights, or unexercised warrants acquired by Tri-Bridge through the conversion of notes or the exercise of warrants.