Mississippi Man Pleads Guilty To Insider Trading

United States Attorney for the Southern District of New York, Jay Clayton, and Assistant Director in Charge of the New York Field Office of the Federal Bureau of Investigation ("FBI"), James C. Barnacle, Jr., announced today the filing of charges against, and the guilty plea of, GERARD RYAN in connection with his participation in a scheme to commit insider trading securities fraud based on material nonpublic information that RYAN obtained from a family member who worked at a Manhattan-based pharmaceutical company. RYAN pled guilty today before U.S. District John P. Cronan.

"As he admitted today, Gerard Ryan transformed confidential drug approval information into profits for himself and others," said U.S. Attorney Jay Clayton. "Trading on stolen information harms both other market participants and the marketplace itself. SDNY's Securities and Commodities Fraud Task Force will continue to work with our law enforcement partners to protect American markets and investors."

According to the allegations contained in the Information, other public court documents, and statements made during court proceedings:

Kadmon Pharmaceuticals was a biopharmaceutical company based in New York, New York that developed treatments for rare diseases and conditions, specifically therapies for autoimmune diseases, fibrotic conditions, and oncology. Rezurock was Kadmon's flagship drug and was intended to treat chronic graft-versus-host disease, a serious complication that can occur after bone marrow or stem cell transplants. In or around 2021, Kadmon was seeking FDA approval for the drug. On July 16, 2021, Kadmon announced that the FDA had approved Rezurock.

Kadmon maintained the confidentiality of information around Rezurock and its FDA approval, and prohibited its employees from, among other things, disclosing confidential business information to third parties. A family member of RYAN, who worked at Kadmon in the summer of 2021 and was subject to these confidentiality policies, was warned that Kadmon's ongoing engagement with the FDA was "HIGHLY CONFIDENTIAL" and that discussions about those activities should be limited only to within Kadmon.

Notwithstanding Kadmon's confidentiality policies, in advance of the public announcement that the FDA had approved Rezurock, RYAN's family member told RYAN material nonpublic information regarding Kadmon's interactions with the FDA. RYAN used that information, which he knew had been improperly shared with him, to execute securities transactions. For example, on or about July 15, 2021, at approximately 5:58 p.m.-after the FDA had informed Kadmon that it had approved Rezurock, but before it had been publicly announced-RYAN spoke with his family member who worked at Kadmon. After the call, RYAN purchased thousands of shares of Kadmon.

RYAN also shared the material nonpublic information about the FDA announcement with an associate who traded on the basis of that information. On or about July 16, 2021-before the public announcement of the FDA approval-the individual that RYAN tipped purchased 2,250 shares of Kadmon. RYAN texted that individual the ticker symbol for Kadmon and RYAN's "prediction" that Kadmon's stock price would rise approximately 355%, to "$16.99" upon the FDA announcement. RYAN's associate then sent a text message to RYAN, "What time is the news," a reference to the non-public FDA approval, and RYAN responded with a shush emoji, "" a reference to the nonpublic information he had shared.

* * *

RYAN, 62, of Oxford, Mississippi, pled guilty to one count of securities fraud, which carries a maximum sentence of 20 years in prison.

Mr. Clayton praised the outstanding investigative work of the FBI.

This prosecution is being handled by the Office's Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Nicholas W. Chiuchiolo, Peter J. Davis, and Sarah Mortazavi are in charge of the prosecution.