The Securities and Exchange Commission today charged media and entertainment company Ozy Media Inc., its CEO Carlos R. Watson, Jr., its former COO Samir Rao, and its former Chief of Staff Suzee Han with defrauding investors of approximately $50 million through repeated misrepresentations concerning the company’s basic financial condition, business relationships, and fundraising efforts. Rao and Han have agreed to resolve the charges against them.

According to the SEC’s complaint, from at least January 2019 through September 2021, the defendants routinely and purposely presented prospective investors with false financial information that grossly inflated Ozy Media’s annual revenue by at least 100 percent. Watson and Rao also allegedly solicited investments by repeatedly and falsely telling prospective investors that well-known and sophisticated investors would be investing in Ozy Media in some capacity.

The SEC’s complaint further alleges that Watson and Rao orchestrated a scheme in which Rao impersonated an executive from YouTube in an effort to support Ozy Media’s false claims to a prospective investor at the time that the company was receiving licensing revenue from YouTube when it was not. According to the SEC’s complaint, when the prospective investor discovered the ruse, Watson falsely attributed Rao’s impersonation to Rao suffering from a “mental health crisis.” He made these claims to both the prospective investor and Ozy Media’s Board of Directors.

"We allege that over the course of several years, the defendants raised approximately $50 million from victim investors on the basis of fraudulent documents and repeated misrepresentations, including, at least in one case, falsely impersonating a potential business partner during a meeting with an investment bank," said Gurbir S. Grewal, the SEC’s Director of Enforcement. "This matter underscores that we will hold anyone accountable, even well-known media personalities, for misrepresentations that impact investors."

The SEC’s complaint, filed in the U.S. District Court for the Eastern District of New York, charges the defendants with violations of the anti-fraud provisions of the federal securities laws and related rules. The SEC seeks injunctive relief and civil penalties against all defendants, officer and director bars against Watson and Rao, and disgorgement with prejudgment interest against Ozy Media and Watson.

Rao has consented to the entry of a judgment enjoining him from violating the charged provisions and from serving, for a period of ten years, as an officer or director of a publicly traded company, with civil monetary penalties to be determined by the court at a later date. Han has consented to the entry of a judgment permanently enjoining her from violating the charged provisions, with civil monetary penalties to be determined by the court at a later date. The judgments are subject to court approval.

In a parallel action, the U.S. Attorney’s Office for the Eastern District of New York today announced criminal charges against Ozy Media, Watson, Rao, and Han.

The SEC’s ongoing investigation was conducted by Christine D. Ely, Karolina Klyuchnikova, Lisa Knoop, Lee A. Greenwood, and Alison R. Levine of the SEC’s New York office, under the supervision of Sheldon L. Pollock. The litigation will be led by Ms. Klyuchnikova and Ms. Ely.

The SEC appreciates the assistance of the Federal Bureau of Investigation and the U.S. Attorney’s Office for the Eastern District of New York.