Washington D.C., Aug. 10, 2023 —
The Securities and Exchange Commission today announced that crypto asset trading platform Bittrex Inc. and its co-founder and former CEO, William Shihara, agreed to settle charges that they operated an unregistered national securities exchange, broker, and clearing agency. Bittrex Inc.’s foreign affiliate, Bittrex Global GmbH, also agreed to settle charges that it failed to register as a national securities exchange.
As alleged in the SEC’s complaint filed on April 17, 2023 in U.S. District Court for the Western District of Washington, Bittrex acted as an unregistered broker, exchange, and clearing agency by providing services to U.S. investors in connection with crypto assets that the SEC’s complaint alleges were offered and sold as securities. The complaint further alleges that Bittrex and Shihara, who was the company’s CEO from 2014 to 2019, directed issuers who sought to have their crypto assets made available for trading on Bittrex’s platform to first delete from public channels certain “problematic statements” that Shihara believed would lead a regulator, such as the SEC, to investigate whether the crypto asset was offered and sold as a security. As part of the settlement, the defendants neither admit nor deny the SEC’s allegations.
“For years, Bittrex worked with token issuers to ‘scrub’ their online statements of any indicia that they were investment contracts—all in an effort to evade the federal securities laws. They failed,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “Today’s settlement makes clear that you cannot escape liability by simply changing labels or altering descriptions because what matters is the economic realities of those offerings. I am grateful to the SEC staff for aggressively pursuing non-compliance in the crypto industry, resolving this matter, and bringing additional relief to harmed investors.”
As part of the settlement, which is subject to court approval, the defendants consented to entry of final judgments that permanently enjoin Bittrex and Shihara from violating Sections 5, 15(a), and 17A of the Securities Exchange Act of 1934 and enjoin Bittrex Global from violating Section 5 of the same Act. In addition, Bittrex and Bittrex Global agreed to pay, on a joint and several basis, disgorgement of $14.4 million, prejudgment interest of $4 million, and a civil penalty of $5.6 million, for a total monetary payment of $24 million.
The SEC’s investigation was conducted by Daphna Waxman and Pamela Sawhney of the Division of Enforcement’s Crypto Assets and Cyber Unit, Ainsley Kerr of the Market Abuse Unit, and Jordan Baker, Neil Hendelman, and Lisa Knoop of the New York Regional Office. It was supervised by Mark R. Sylvester, Jorge Tenreiro, and David Hirsch of the Crypto Assets and Cyber Unit. The SEC’s litigation is being conducted by Ben Kuruvilla, Michael Welsh, and Christopher Carney and supervised by Ladan Stewart and Olivia Choe. Litigation in the bankruptcy court is being handled by Therese Scheuer and Patricia Schrage and supervised by Alistaire Bambach.