Litigation Releases (Brett Rosen; Deborah Braun; David M. Massey; RB Capital Partners, Inc.)

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26475 / February 4, 2026

Securities and Exchange Commission v. Brett Rosen, et al.,No. 3:26-cv-00361-AJB-BJW (S.D. Cal. filed Jan. 21, 2026)

SEC Charges Three Individuals and Corporation for Their Role in Alleged Microcap Stock Fraud

On January 21, 2026, the Securities and Exchange Commission charged California residents Brett Rosen and Deborah Braun and their company, RB Capital Partners, Inc., with securities fraud in connection with an alleged scheme to misleadingly promote the stock of struggling microcap issuer Solar Integrated Roofing Corporation. Additionally, the SEC charged Solar's former chief executive officer, David M. Massey, with securities fraud concerning alleged false and misleading statements included in a company press release.

According to the SEC's complaint, from at least January 2021 through at least June 2024, Rosen and RB Capital engaged in a fraudulent scheme in which they used social media to promote Solar's stock, while simultaneously making massive, undisclosed sales of their own Solar stock at enormous profits. The complaint alleges they falsely and misleadingly promoted Solar stock to the public on social media-including by telling the public that Solar was an attractive, long-term investment while they simultaneously sold it. As alleged, Braun, the co-owner of RB Capital, provided substantial assistance to Rosen and RB Capital in carrying out their fraudulent scheme, including by tracking their sales of Solar stock. Additionally, the complaint alleges that in February 2023, Solar's then-CEO, David M. Massey, directed Solar to issue a press release falsely claiming that Solar had secured a $10 million line of credit with a large national bank. As alleged, the day after Solar issued the press release, Solar's stock price rose by 40%, and the volume of Solar shares trading in the market skyrocketed by approximately 500% compared to the prior day's trading volume.

The SEC's complaint, filed in United States District Court for the Southern District of California, charges Rosen and RB Capital with securities fraud in violation of Section 17(a) of the Securities Act of 1933; and Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint charges Braun with violating Exchange Act Section 10(b) and Rule 10b-5 thereunder as a control person of RB Capital; and with aiding and abetting Rosen's and RB Capital's violations of Securities Act Sections 17(a)(1) and (3), and Exchange Act Section 10(b) and Rule 10b-5(a) and (c) thereunder. The complaint charges Massey with securities fraud in violation of Exchange Act Section 10(b) and Rule 10b-5(b) thereunder.

In a parallel action, on January 21, 2026, the U.S. Attorney's Office for the Southern District of California announced criminal charges against Rosen, Braun, and RB Capital.

The SEC's investigation was conducted by Kristine Zaleskas and Ricky Tong and supervised by Sheldon L. Pollock, all of the SEC's New York Regional Office. The litigation will be led by Paul Gizzi and Ms. Zaleskas and supervised by Jack Kaufman. The SEC appreciates the assistance of the Federal Bureau of Investigation, the U.S. Attorney's Office for the Southern District of California, and the Financial Industry Regulatory Authority.

The SEC's Office of Investor Education and Advocacy has previously alerted investors to the significant risks of making investment decisions based on stock recommendations conducted through social media. The SEC encourages victims of the alleged fraud to contact [email protected].