Decision in brief: Agar, Enforcement Proceeding, Settlement, January 26, 2024

In this enforcement proceeding, OSC staff says that Nicholas Agar and Paul Ungerman, through corporations they were in charge of, raised about US$41 million through the sale of cryptocurrency tokens to investors from around the world, including over 200 investors from Ontario. Staff says Agar and Ungerman violated Ontario securities law by: (i) trading securities without being registered with the Commission, (ii) making misleading statements to investors and OSC staff, (iii) distributing securities without filing a prospectus (a document required by Ontario securities law that provides information about the investment), and (iv) authorizing breaches of Ontario securities law by the corporations.

Agar, Ungerman and OSC staff reached an agreement to settle the proceeding. The Tribunal approved the settlement. Under the settlement, Agar and Ungerman’s participation in the capital markets is restricted and they each have to pay an administrative penalty of $550,000. Agar will disgorge (give up to the Commission) $50,000 and Ungerman will disgorge $318,686.19. Each of them must pay $50,000 for the costs of the Commission’s investigation. Additionally, Agar has voluntarily returned US$500,000 to the corporations.