Litigation Release No. 25034 / February 24, 2021
Securities and Exchange Commission v. Bruce Schoengood, Medifirst Solutions, Inc. and Joshua Tyrell, No. 21-civ-00979 (E.D.N.Y., filed February 23, 2021)
On February 23, 2021, the Securities and Exchange Commission charged microcap issuer Medifirst Solutions, Inc., its president, Bruce Schoengood, and a stock promoter, Joshua Tyrell, with fraud in connection with their roles in unregistered offerings of Medifirst’s stock to the public. The SEC also charged Schoengood with manipulating the price of Medifirst’s stock.
According to the SEC’s complaint, beginning in December 2016, Schoengood caused Medifirst to make an unregistered issuance of 20 million shares of its stock to Tyrell pursuant to a sham consulting agreement. As alleged, Schoengood and Tyrell were aware that the shares were actually intended to compensate Tyrell for promoting Medifirst’s stock. Schoengood and Tyrell allegedly further misled Tyrell’s brokerage firm by representing that the shares were being issued to Tyrell for legitimate consulting services and that Tyrell was not involved in promoting Medifirst’s stock. Tyrell then allegedly sold over 19 million shares of Medifirst stock in the public market without registration for proceeds of approximately $125,000. The SEC’s action also charged Schoengood with arranging manipulative purchases designed to keep Medifirst’s stock price from falling over several months in 2017.
The SEC’s complaint, filed in federal district court in Long Island, charges Schoengood, Medifirst, and Tyrell with violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and the registration provisions of Section 5 of the Securities Act. The complaint also charges Schoengood with violating the manipulative trading provisions of Section 9(a)(2) of the Exchange Act. The complaint seeks injunctive relief against Schoengood, Medifirst, and Tyrell. The complaint also seeks civil penalties, an officer and director bar, and a penny stock bar against Schoengood and disgorgement of ill-gotten gains plus prejudgment interest, civil penalties, and a penny stock bar against Tyrell. On February 23, 2021, the United States Attorney’s Office for the Eastern District of New York announced criminal charges against Schoengood based on the same conduct.
The SEC appreciates the assistance of the United States Attorney’s Office for the Eastern District of New York and the FBI.