The Securities and Exchange Commission (SEC) on Thursday charged the former chief financial officer of biopharmaceutical company Immunomedics (IMMU) and his former romantic partner with insider trading.
Usama Malik, who served as CFO and chief business officer at IMMU from 2017 through October 2020, allegedly tipped off his then-girlfriend, Lauren Wood, when he learned in April 2020 the company would announce the Food and Drug Administration (FDA) permitted it to halt a clinical trial for a breast cancer drug because existing trial data provided compelling evidence the drug was effective. Wood, who was living with Malik at the time, then bought IMMU stock, according to the SEC’s complaint.
IMMU company policy prohibited Malik and members of his household from trading IMMU securities while in possession of material nonpublic information. Wood was also aware of this, as she worked as a senior director and head of patient experience at IMMU from 2018-19, according to the SEC.
“As an officer of IMMU, Malik owed IMMU a duty of trust and confidence, including a duty to refrain from using IMMU’s information for his own personal gain,” the SEC’s complaint, filed in the U.S. District Court for the District of New Jersey, stated.
In a parallel action, the U.S. Attorney’s Office for the District of New Jersey announced criminal charges against Malik and Wood. The securities fraud count carries a potential penalty of 20 years in prison and a $5 million fine.
Malik also tipped off three family members regarding the FDA news, according to the SEC. Wood and two of the family members bought IMMU stock, as did an account in the name of the third family member’s spouse. After IMMU announced the FDA’s decision, its stock price nearly doubled, resulting in a gain of approximately $67,060 to Wood and a combined gain of approximately $21,400 to the family members, the SEC stated.
The agency’s complaint further alleged that, when the Financial Industry Regulatory Authority (FINRA) asked Malik about Wood’s trading as part of an inquiry, “he failed to identify her as his romantic partner and falsely claimed that he had not communicated with her during the relevant period,” the SEC said.
“Public company executives have a duty to safeguard material nonpublic information and must not use it for their personal benefit, as we allege Malik did by tipping Wood and his family members,” said Joseph Sansone, chief of the SEC’s Market Abuse Unit, in a press release. “The Enforcement Division remains focused on detecting and investigating insider trading by public company executives.”
The SEC charged Malik and Wood with violating the antifraud provisions of the federal securities laws and seeks against each of them a permanent injunction and civil penalty. The agency is also seeking an officer and director bar against Malik.