Item
8.01 Other Events
On
September 29, 2017, Accelera Innovations, Inc. (the “Company”) received a SEC lawsuit against Accelera Innovations
Inc., Synergistic Holdings LLC and Geoffrey Thompson; Jury Trial Demanded Civil Action No: 1:17-cv-7052. Accelera has retained
counsel and will be defending company in lawsuit.
NATURE
OF THE ACTION
This
matter involves accounting fraud and disclosure violations by Defendant Accelera Innovations, Inc. (“Accelera”) and
its founder and Chairman, Defendant Geoffrey J. Thompson. Accelera and Thompson misled the investing public about Accelera’s
finances and its technology.
2.
Accelera’s public filings were supposed to reflect Accelera’s financial condition, but in reality, they included the
revenues of an entirely separate company. Accelera inflated its financial results in its public filings by including the revenues
of a company that it did not own or control. By including the financial results of another company, Accelera painted a rosier
picture of its finances than was accurate, misleading the investing public about its true financial condition.
3.
From 2013 through 2015, following the purported acquisition of Behavioral
Health
Care Associates (“BHCA”), Accelera consolidated all of BHCA’s revenue in Accelera’s financial statements.
Thompson signed the annual reports on behalf of Accelera. However, Accelera never owned or controlled BHCA. The acquisition never
took place. Instead, Accelera had an unfulfilled purchase agreement stating that ownership in BHCA would pass only after Accelera
paid for the shares. Accelera never paid a single dollar for BHCA.
4.
Accelera also misled the investing public about its intellectual property. Accelera reported that it was providing proprietary
software technology when, in reality, it never did.
5.
From at least 2013 through its 2015 Form 10-K, Accelera touted its purported proprietary software technology in public filings
and private solicitations. Accelera portrayed itself as a provider of software when, in reality, it was not providing software
to anyone.
6.
Defendants also violated the securities laws by selling unregistered securities. From approximately January 2012 through September
2014, Thompson, acting through Accelera and Synergistic Holdings, LLC (“Synergistic”), sold approximately $1.7 million
worth of Accelera stock to investors. The sales of those Accelera shares were not registered or subject to any exemption from
registration.
7.
By engaging in the conduct described above, Accelera violated Section 13(a) of the Securities Exchange Act of 1934 (“Exchange
Act”), 15 U.S.C. § 78m(a), and Rules 13a-1 and 13a-13 thereunder, 17 C.F.R. §§ 240.13a-1 and 240.13a-13,
and Thompson aided and abetted Accelera’s violations of Section 13(a) and Rules 13a-1 and 13a-13 thereunder. Accelera and
Thompson also violated Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. §
240.10b-5, as well as Section 17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a). Finally,
Accelera, Thompson, and Synergistic violated Section 5(a) and (c) of the Securities Act, 15 U.S.C § 77e(a) and (c).
8.
The SEC brings this action pursuant to Section 20(b) and (d) of the Securities Act, 15 U.S.C. § 77t(b) and (d), and Section
21(d) and (e) of the Exchange Act, 15 U.S.C. § 78u(d) and (e).
9.
The Court has jurisdiction over this action pursuant to Section 22 of the Securities Act, 15 U.S.C. § 77v, and Section 27
of the Exchange Act, 15 U.S.C. § 78aa. Defendants have, directly or indirectly, made use of the means and instrumentalities
of interstate commerce, of the mails, or of the facilities of a national securities exchange in connection with the acts, practices
and courses of business alleged in this Complaint.
10.
Venue is proper in this Court pursuant to Section 22 of the Securities Act, 15
U.S.C.
§ 77v, and Section 27 of the Exchange Act, 15 U.S.C. § 78aa, because many of the acts, transactions, and courses of
business constituting the violations alleged in this Complaint occurred within the jurisdiction of the United States District
Court for the Northern District of Illinois and elsewhere. Moreover, Defendants reside and transact business in this district.