The Securities and Exchange Commission (SEC) has instituted public administrative proceedings against Luis F. Serrano.
Between January and October 2022, Serrano solicited investors to invest in crypto asset securities in the form of Venture Agreements for CryptoFX, LLC (“CryptoFX”), handled investors’ funds, advised investors about the merits of investments, and received transaction based compensation in the form of commissions on sales of crypto asset securities.
CryptoFX is not registered with the Commission in any capacity. Respondent was not registered as a broker-dealer or an associated person of a registered broker-dealer and thus acted as an unregistered broker.
On April 8, 2024, a judgment was entered by consent against Serrano, permanently enjoining him from future violations of Sections 5(a) and (c) of the Securities Act of 1933 (“Securities Act”), and Section 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”).
The Commission’s complaint alleged that during the relevant period, Serrano worked as a salesperson for CryptoFX, offering and selling securities in the form of Venture Agreements, and also supervised other CryptoFX salespersons in the offer and sale of the CryptoFX Venture Agreements.
The complaint also alleged that the offering of the CryptoFX Venture Agreements was not registered with the Commission, and that Serrano was not registered with the Commission as a broker or associated with a registered broker-dealer. The complaint further alleged that during the relevant period, Serrano received transaction-based compensation in the form of commissions and bonuses.
Accordingly, the SEC ordered that Serrano is barred from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, with the right to apply for reentry after two years to the appropriate self-regulatory organization, or if there is none, to the Commission.
Pursuant to Section 15(b)(6) of the Exchange Act, Serrano is barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock, with the right to apply for reentry after two years to the appropriate self-regulatory organization, or if there is none, to the Commission.
