Investment Fund RB Capital Partners Charged in $26M Pump-and-Dump Case

The U.S. Securities and Exchange Commission (SEC) has charged RB Capital Partners, Inc., its owners Brett Rosen and Deborah Braun, with orchestrating a $26 million pump-and-dump scheme. The complaint was filed on January 21 in federal court in the Southern District of California. The SEC also charged David M. Massey, the former CEO of Solar Integrated Roofing Corporation, a Nevada corporation trading under the ticker SIRC on OTC Link.

How the Scheme Worked

From January 2021 through June 2024, the defendants allegedly promoted Solar stock on social media while secretly selling their own shares. Rosen frequently touted Solar on Twitter as a long-term investment but failed to disclose his simultaneous sales. In one cited tweet from August 2022, Rosen claimed RB Capital "will NOT be dumping any shares into the open market," yet the firm sold at least 115,000 shares that same day.

RB Capital, a La Jolla-based investment fund owned by Rosen and Braun, had no employees during the period. The SEC alleges the firm entered six convertible note agreements with Solar worth $11.3 million. While the notes were supposed to convert at $3–$4.50 per share, Solar allegedly allowed conversions at prices as low as $0.00005 per share, averaging $0.0045. This enabled the defendants to acquire over 1.6 billion shares and sell more than 1.4 billion at prices ranging from $0.0001 to $2.60, generating gross proceeds exceeding $33 million and netting the defendants over $26 million in illicit profits.

The SEC also accused Massey of directing Solar to issue a false press release in February 2023, claiming a $10 million revolving credit facility with a major bank. No such facility existed. Following the announcement, Solar’s stock price jumped 40%, and trading volume surged 500%.

The SEC is seeking permanent injunctions, disgorgement of illicit gains, civil penalties, and a ban on the defendants from participating in penny stock offerings. It also seeks to bar Massey from serving as an officer or director of any public company.

In a most recent action, the SEC charged a New Jersey man with fraud for allegedly misleading clients through fake professional credentials, false profit guarantees, and deceptive claims about AI-based trading.