The co-founder and former chief executive, CFO, and member of the board of directors of a Las Vegas-based cyberfraud prevention company NS8, Inc. (“NS8”), got five years in prison for engaging in securities fraud by creating and using fraudulent financial data to obtain over $123 million in financing for his company.

Adam Rogas, 45, of Las Vegas must also forfeit $17,542,259 he obtained from the financing scheme, federal officials said.

“Adam Rogas took the ‘fake-it-till-you-make-it’ saying to a criminal extreme,” said Damian Williams, the United States Attorney for the Southern District of New York. “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.”

Rogas was also primarily responsible for the company’s fundraising activities, according to court records. 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, according to court records.

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.

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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 customer revenue and bank balances that did not exist. In the period from January 2019 through February 2020, between at least 40 percent and 95 percent of the total assets on NS8’s balance sheet were fictitious. In that same period, the bank statements Rogas altered reflected over $40 million in fictitious revenue, according to court records. Rogas also falsified nearly all of NS8’s 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.

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