A company run by two South Floridians was excited to tell potential investors about a lucrative opportunity.
The Sunrise firm, Profile Solutions Inc., had secured “preliminary approval” to cultivate and process medical marijuana and hemp in the Southern African kingdom of Eswatini, the company said in an October 2018 news release. They reported that distributors were in place to market the product in Central and South America.
In March 2019, the company filed with the Securities and Exchange Commission a notice of registration to sell up to 166,517,203 shares of stock in the venture for 16 cents a share. If all shares were sold, the offering would raise about $27 million.
But the SEC, it turned out, had a couple of issues with Profile Solutions’ announcement, starting with the fact that in Eswatini — which changed its name from Swaziland in 2018 — cultivating or smoking cannabis remains illegal.
What followed ruined the buzz for the local businessmen, who now stand accused by the SEC of violating several antifraud provisions of federal securities laws.
On Sept. 9, the SEC filed a 22-page civil complaint in U.S. District Court in Miami against Profile Solutions Inc., its president and CEO Dan Oran, a Pembroke Pines resident, and Leonard M. Tucker, a Boca Raton resident who was convicted of fraud when he worked for a penny stock company in the late 1980s.
The complaint alleges that Profile Solutions, Oran and Tucker made omissions and material misstatements to investors in a series of news releases and omitted that Tucker was a convicted felon serving as a de facto executive officer of the company.
In a Twitter posting in October 2018 that the SEC included in the complaint, Profile Solutions told shareholders that it expected its first crop to be ready within 12 months.
“After the initial crop, we plan to grow year-round,” it said. “We anticipate $12 (million to) $20 million to come from the sale of cannabis and up to $10 million to come from the sale of CBD!”
On Monday, the judge in the case accepted a settlement agreement with Oran and Profile Solutions. The CEO, without admitting or denying the SEC’s charges, agreed to pay a $150,000 civil penalty and to a five-year ban on offering penny stocks or serving as officer or director of a publicly traded company.
Tucker, however, was unable to reach a settlement with the SEC and plans to defend himself against the agency’s charges, according to his attorneys, Fort Lauderdale-based Mark C. Perry and Jacob Frenkel of the Washington D.C.-based firm Dickinson Wright PLLC.
Frenkel said in an interview Tuesday that Tucker will beat the SEC’s charges because everyone involved in the enterprise believed that Eswatini was on the verge of legalizing cannabis cultivation when Profile Solutions Inc. was soliciting investors.
“A deal was in place,” Frenkel said, “not just with Profile Solutions but with another public company that was making the same representations to the public.”
That company, Boca Raton-based Stem Holdings, published similar statements as Profile Solutions but has not been targeted by the SEC, Frenkel said.
Profile Solutions was working with a lawyer in Eswatini who was “intimately involved in the transaction” and a security consultant retained to oversee the actual land where the cultivation would take place, Frenkel said. “You don’t hire a security consultant to develop a security plan unless it’s actually happening.”
Oran agreed to the settlement, which bars him from disputing the charges, to put the case behind him and concentrate on his private business, a cannabinoid distributor called Elite Hemp Products, said his attorney, Fort Lauderdale-based Jim Sallah.
“He settled,” Sallah said. “He fully cooperated throughout the investigation and frankly is happy to have it behind him.” Salas added that Oran’s operation of Elite Hemp Products does not violate any of the terms of his settlement.
Those terms do not require “disgorgement” or repayment of any of the money raised by investors for the Eswatini venture, Salas pointed out. “That’s worth noting,” he said. “Oran kept plowing the money back into the company. He lost money too, as did members of his family and shareholders.”
Frenkel said Tucker couldn’t reach agreement with the SEC on terms of a settlement and has decided to defend himself against the charges. The SEC, Frenkel said, chose to ignore sworn statements he presented that would have exonerated Tucker.
One of the statements, by Eswatini attorney Mlungisi Khumalo, attested that government officials in the nation “has discussed at length and supported the concept of legalizing cannabis for medical and scientific use,” even going as far as adopting cultivation and sales licensing regulations. Oran hired Khumalo to help secure one of those licenses, he wrote.
Golan Maimon, the security consultant, is a 31-year veteran of the Israeli Defense Forces. In his sworn statement, he said he participated in long meetings with senior Eswatini officials about the government’s “immediate plans to make lawful CBD and hemp in Eswatini, including cultivation for medicinal and scientific use, as well as for export.”
In fall of 2018, Maimon wrote, “the Ministry of Economic Planning and Development gave preliminary approval for Profile Solutions to establish an exclusive cannabis cultivation farm and processing plan for medical cannabis and hemp in Eswatini.”
In November 2018, the king’s brother and son traveled to Oregon to observe industrial-scale cannabis production.
There was “no question,” Maimon wrote, that cultivation and processing would become lawful in Eswatini and that Profile Solutions would receive a license.
Frenkel said he provided the sworn statements to the SEC, but the agency did not follow up by interviewing or deposing any of the people who made them. “The SEC decided the witnesses were not important enough to depose,” he said, adding that they would “refute the story the SEC wants to tell.”
The statements by Maimon and Khumalo, as well as by other associates, described Tucker not as a “de facto executive” as charged by the SEC but as a consultant to the operation. Oran was always in charge, the statements said.
Frenkel did not discuss terms of settlement talks between Tucker and the SEC. But he said the SEC is likely influenced by Tucker’s criminal record stemming from his days at the penny stock firm F.D. Rogers Securities in Boca Raton during the late 1980s.
In 1990, Tucker and two of his brothers were among eight men indicted for generating more than $67 million in illegal profits through high-pressure telephone sales and other illegal sales practices. Tucker was ages 26 to 28 when the events took place, Frenkel wrote in a statement to the SEC.
Tucker pleaded guilty to a single county of racketeering and spent 14 months in prison. By 1995, he paid the full fine and restitution, Frenkel wrote.
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Frenkel said he wasn’t sure why the license apparently was not granted or why the venture did not move forward. A March 31, 2019, story in the Times of Swaziland quoted the country’s minister of commerce, industry and trade as stating that claims by Profile Solutions and Stem Holdings of having a 10-year partnership with the country to cultivate cannabis were untrue.
“The country has not promised anyone a license for cannabis and industrial hemp production,” the story said, without providing any explanation.
In August 2020, a story posted on the Swaziland News website revealed that resentment about the pending deal bubbled up from among impoverished farmers who grow and sell hemp and cannabis illegally.
”Tension within the royal family” was triggered when the news site published photos of “secret royal meetings” about the deal.
Eswatini’s King Mswati, meanwhile, came under fire for allegedly “manipulating provisions of the Prevention of Organized Crime Act by unleashing police officers” on small-time cannabis cultivators “as a means of pushing them out of the business” and making way for Profile Solutions and its partners, the story says.
The country’s parliament refused to enact a bill that would have allowed the venture, the story said, and a representative of the small cannabis farmers told the news site, “We don’t want white monopoly capitalism to completely take over the business from indigenous Swazis.”
Ron Hurtibise covers business and consumer issues for the South Florida Sun Sentinel. He can be reached by phone at 954-356-4071, on Twitter @ronhurtibise or by email at email@example.com.