A Silicon Valley-based tech company’s significant remedial actions in response to its chief executive’s alleged fraudulent behavior helped it settle charges with the Securities and Exchange Commission (SEC) without being fined.
The SEC announced Friday it had settled a case against HeadSpin, which had been accused of inflating its value by $800 million to attract more funding from investors. The SEC’s case against HeadSpin’s former CEO, Manish Lachwani, is ongoing, the agency said.
HeadSpin neither admitted nor denied the SEC’s allegations of violating the anti-fraud provisions of the federal securities laws. It agreed to avoid further violations. The settlement must still be approved by the court.
Founded in 2015, HeadSpin provides hardware and software tools that allow its customers to test their mobile software applications to ensure they work on different operating systems and various internet and cellular data networks.
The SEC’s complaint, filed in the U.S. District Court for the Northern District of California, alleged from 2018-20, then-CEO Lachwani inflated the company’s valuation through a fraudulent scheme that falsely boosted key metrics and doctored internal sales records.
HeadSpin’s board of directors launched an internal investigation in March 2020 into the activities of Lachwani, who allegedly forged and altered documents in an attempt to defraud investors by making the company appear to be worth more than $1 billion.
The board found Lachwani, who controlled all important aspects of the company’s finances and sales figures, inflated the value of customer deals and then concealed his activities by creating fake invoices and doctoring real invoices, according to the complaint. Upon conclusion of the internal investigation, the board fired Lachwani, revised the company’s value down to $300 million, and repaid about 70 percent of principal to investors.
In addition, the company hired new senior management, including a CEO, chief operating officer, general counsel, and controller; expanded its board; and implemented “processes and procedures designed to ensure transparency and accuracy of deal reporting and associated revenues,” the SEC said.
“For companies wondering what types of remedial actions and cooperation might be credited by the Commission after a company uncovers fraud, this case offers an excellent example,” said Gurbir Grewal, director of the SEC’s Enforcement Division, in a press release. “HeadSpin’s remediation and cooperation included not just its internal investigation and revised valuation, but also repaying harmed investors and improving its governance—all of which were factors that counseled against the imposition of a penalty in this case.”
In a statement, the company said, “We are pleased to have entered into a final settlement agreement with the SEC stemming from alleged actions by the former CEO prior to March 2020.”