CEO Faked $10 Million Loan, Stock Soared 40%!

SEC v. RB Capital Defendants (Rosen and RB Capital Partners, Inc.), Deborah Braun, David M. Massey — U.S. Securities and Exchange Commission Litigation Release No. 26475, dated February 4, 2026.

The SEC charged Brett Rosen, Deborah Braun, their company RB Capital Partners, and Solar Integrated Roofing Corporation's former CEO David M. Massey with securities fraud. Rosen and RB Capital allegedly promoted Solar stock on social media while secretly selling their own shares at a profit, using convertible notes to acquire stock at deeply discounted prices. Massey was charged for falsely announcing a $10 million line of credit.

In Plain English

Imagine you have a toy, and you tell everyone how amazing it is, hoping they'll buy it. But secretly, you're selling your own toys for way more than you paid, and you don't tell anyone. That's kind of what happened here. Some people promoted a company's stock, making it sound like a great deal, while they were actually selling their own stock for big profits. They even got the stock for super cheap behind the scenes. Separately, the company's boss announced they got a big loan, which wasn't true, and the stock price jumped.

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. Acquiring Discounted Stock From at least January 2021 through June 2024, Brett Rosen and RB Capital Partners entered into convertible note agreements with Solar Integrated Roofing Corporation. While the notes stated conversion rates of $3 or $4.50 per share, Solar secretly allowed them to convert at drastically lower rates, ranging from $0.14 down to an astonishing $0.00005 per share.
2. Secretly Profitable Conversions Using these deeply discounted conversion rates, the RB Capital Defendants acquired over 1.6 billion shares of Solar stock. They then sold over 1.4 billion of these shares into the open market at prices between $0.0001 and $2.60 per share, pocketing millions in illicit profits without disclosing their massive sales.
3. Social Media Promotion Concurrently with their stock sales, Rosen and RB Capital promoted Solar stock on social media. They falsely presented Solar as an attractive, long-term investment, creating the misleading impression that they were acquiring their own stock at the higher, stated conversion rates in the notes.
4. Braun's Assistance Deborah Braun, co-owner of RB Capital, provided substantial assistance to Rosen and RB Capital. She acted as a control person and actively tracked the company's sales of Solar stock, facilitating the fraudulent scheme.
5. CEO's False Press Release In February 2023, David M. Massey, then CEO of Solar, directed the company to issue a press release falsely claiming Solar had secured a $10 million line of credit with a large national bank. This false announcement caused Solar's stock price to jump 40% the next day.

The Enforcement Action

On January 21, 2026, the SEC charged Brett Rosen, Deborah Braun, RB Capital Partners, Inc., and David M. Massey with securities fraud. In a parallel action, the U.S. Attorney's Office for the Southern District of California announced criminal charges against Rosen, Braun, and RB Capital. The SEC's complaint charges Rosen and RB Capital with securities fraud under Securities Act Section 17(a) and Exchange Act Section 10(b) and Rule 10b-5. Braun is charged with violating Exchange Act Section 10(b) and Rule 10b-5 as a control person and aiding and abetting violations. Massey is charged with securities fraud under Exchange Act Section 10(b) and Rule 10b-5(b).

Named in this action: RB Capital Defendants (Rosen and RB Capital Partners, Inc.), Deborah Braun, David M. Massey.

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