Sham Consulting Fees Mask Fraudulent Stock Push! Canadian Man Busted Caught!

SEC v. Sergio Damian Lopez — U.S. Securities and Exchange Commission Litigation Release No. 26325, dated June 13, 2025.

The SEC charged Sergio Damian Lopez, a Canadian resident, for his role in a scheme to fraudulently promote securities. Lopez allegedly funneled payments from companies to a newsletter author, while falsely representing the recommendations as objective. He consented to a final judgment including disgorgement, penalties, and an officer/director bar.

In Plain English

Imagine someone is paid to recommend a toy, but they tell everyone it's their own favorite toy, not mentioning they got paid. This is what happened here. Sergio Lopez allegedly took money from two companies, Hightimes and Cloudastructure, and passed some of it to a writer named William Mikula. Mikula then wrote about these companies in his newsletter, making it seem like he genuinely liked the companies and wasn't paid to say nice things. This misled investors into thinking the recommendations were honest opinions. The SEC took action against Lopez, and he agreed to pay back money he made, pay a penalty, and is banned from being an officer or director of a public company for a while.

Disclaimer: all facts are drawn from the SEC's own filings; the claims described are allegations unless and until a court rules or the parties settle, and some cases end in dismissal.

How the Alleged Scheme Worked

  1. Companies Seek Promotion Hightimes Holding Corp. and Cloudastructure, Inc. wanted their securities promoted to investors. They sought to do this without disclosing that they were paying for the promotion.
  2. Sham Consulting Agreements Sergio Damian Lopez, a Canadian securities lawyer, drafted and signed 'consulting agreements' with both Hightimes and Cloudastructure. These agreements were designed to look legitimate but were actually a cover for payments for promotional services.
  3. Large Payments Made Hightimes paid $150,000 in cash to one of Lopez's entities, 2749960 Ontario Ltd. Cloudastructure paid $650,000 to another entity Lopez created, Bluerock Consulting Inc.
  4. Funds Funneled to Promoter Lopez then funneled a portion of these funds to William Mikula, who authored promotional articles through his newsletter, Palm Beach Venture. Mikula received these funds through his own offshore entities to further conceal the source of the payment.
  5. False Representation to Investors Mikula's promotional articles falsely represented to investors that neither the newsletter nor the authors received any compensation for their recommendations, creating a misleading impression of objective analysis.
  6. Concealing the Scheme The use of sham consulting agreements and offshore entities by Lopez was intended to hide the fact that Hightimes and Cloudastructure were secretly paying for Mikula's promotional articles.
  7. Investor Deception These actions gave investors the misleading impression that the recommendations were objective and independently formed, when in reality, they were paid-for promotions designed to influence investment decisions.
  8. Lopez's Personal Gain Lopez retained approximately $200,000 for himself from the funds received through the fraudulent scheme.

The Enforcement Action

The SEC obtained a final judgment against Sergio Damian Lopez, a Canadian resident, for his involvement in a fraudulent scheme to promote securities offered under Regulation A. Lopez participated in the fraudulent promotions of Hightimes Holding Corp. and Cloudastructure, Inc. His associate, William Mikula, authored promotional articles through his newsletter, Palm Beach Venture, falsely representing that no compensation was received. Hightimes and Cloudastructure paid Lopez's entities for the promotion under sham consulting agreements, and Lopez funneled funds to Mikula, misleading investors into believing the recommendations were objective. Lopez, without admitting or denying the allegations, consented to a final judgment permanently enjoining him from violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 17(a) and 17(b) of the Securities Act. The judgment also enjoins him from certain promotional activities, orders him to pay disgorgement of $200,000 plus prejudgment interest of $8,124.59, a penalty of $115,231, and prohibits him from serving as an officer and director of a public company for three years. This is the third set of actions filed in connection with this scheme, following prior actions against Mikula and settled actions against Hightimes, its Chairman Adam Levin, Cloudastructure, and its CEO Rick Bentley.

Named in this action: Sergio Damian Lopez.