Securities and Business Investments Division
Securities Bulletin

Vol. XXXIX No. 2 - Summer 2025

 
Features

• Connecticut Uniform Securities Act Amendments Announced
• Regulation A, Tier 2 Filing Instructions
• Quarterly Statistical Summaries

Enforcement and Other Highlights

• Administrative Actions
• Consent Orders
• Stipulation and Agreements

     _______________________________________________________________________

Connecticut Uniform Securities Act Amendments Announced

On June 23, 2025, Governor Lamont signed into law Public Act No. 25-85, An Act Concerning the Connecticut Uniform Securities Act.  The Public Act is effective upon passage.

The legislation creates a state broker-dealer registration exemption for merger and acquisitions broker-dealers who facilitate a change in control of private companies. The proposal substantially mirrors that adopted by Congress in December 2022 as part of the Consolidated Appropriations Act of 2023.

In addition, the legislation created a filing requirement for securities offerings made pursuant to Regulation A Tier 2. Regulation A, promulgated under the federal Securities Act of 1933, is a federal exemption from securities registration. Under Securities and Exchange Commission rules, offerings made pursuant to Tier 2 of Regulation A to qualified purchasers would be preempted from state review under Section 18(b)(3) of the Securities Act of 1933. However, state authority to impose notice filing and fee requirements for Tier 2 offerings was preserved. The Connecticut legislation added notice filing and fee requirements for offerings made pursuant to Tier 2 of federal Regulation A. Specifically, twenty-one calendar days before the initial sales of securities in Connecticut, affected issuers would file a Regulation A - Tier 2 notice fling form, a Consent to Service of Process and a $250 filing fee. Initial filings would be effective for twelve months following which they could be renewed.

The legislation also expanded the Commissioner's enforcement powers to enable the Commissioner to censure or bar a registrant, or any partner, officer, director or control person of a registrant based on grounds enumerated in Section 36b-15(a) of the Act and subject to the registrant’s right to request a hearing.

Regulation A, Tier 2 Filing Instructions

On June 23, 2025, Connecticut amended Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the “Act”) (see Section 36b-21(d)(2)) to require an issuer proposing to offer and sell securities in this state that are covered securities under Regulation A, Tier 2 to first make a notice filing with the Division. The Public Act became effective upon passage.

How Much Does the Filing Cost?

The initial filing fee for the Notice is $250. The renewal fee is also $250.

What to File

1. Uniform Notice Filing of Regulation A - Tier 2 Offering 
2. Form U-2 Consent to Service of Process
3. Nonrefundable filing fee payable to “Treasurer, State of Connecticut” (for ACH payments see below).

When to File

At least twenty-one (21) calendar days prior to the initial sale of securities in this state.

How Long is the Filing Valid?

The initial filing is effective for twelve (12) months from the date the form is filed with the Division.

How to Renew

For each additional twelve (12) month period in which the same offering is continued, an issuer may renew its notice filing on or before the expiration date. The issuer renews by filing a renewal Uniform Notice Filing of Regulation A - Tier 2 Offering and a nonrefundable renewal filing fee.

Where to File

Paper filings, together with a check for the initial or renewal filing fee, may be submitted to the Division at: State of Connecticut Department of Banking, Securities and Business Investments Division, 260 Constitution Plaza, Hartford, CT 06103-1800. Telephone: (860) 240-8230 or toll free (800) 831-7225. Fax: (860)-240-8295. Alternatively, the forms may be submitted as attachments to an email addressed to dob.sec-reg@ct.gov and the initial or renewal filing fee paid by ACH. For ACH payment instruction, please email the department at dob.ar@ct.gov (no wire payments are permitted).

Administrative Actions

SWCD LLC a/k/a Campfire Capital (CRD No. 168457)

On May 15, 2025, the Banking Commissioner issued a Notice of Intent to Revoke Registration as a Broker-dealer and Notice of Right to Hearing (No. NR-25-15-S) with respect to SWCD LLC of 81 Campfire Road, Chappaqua, New York 10514. The firm, which operates under the trade or assumed name Campfire Capital, has been registered as a broker-dealer in Connecticut since January 30, 2015.

The action alleged that the firm violated Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act by failing to register at least one broker-dealer agent. The action also alleged that the firm was not responsive to the agency's attempts to remedy the problem.

SWCD LLC was afforded an opportunity to request a hearing on the allegations in the Notice of Intent to Revoke Registration as a Broker-dealer.

Growthpoint Technology Partners, LLC (CRD No. 137438)

On May 15, 2025, the Banking Commissioner issued a Notice of Intent to Revoke Registration as a Broker-dealer and Notice of Right to Hearing (No. NR-25-14-S) with respect to Growthpoint Technology Partners, LLC of 601 California Street, Suite 1250, San Francisco, California 94108. The firm has been registered as a broker-dealer under the Connecticut Uniform Securities Act since September 2, 2011.

The action alleged that the firm violated Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act by failing to register at least one broker-dealer agent. The action also alleged that the firm was not responsive to the agency's attempts to address the problem.

Growthpoint Technology Partners, LLC was afforded an opportunity to request a hearing on the allegations in the Notice of Intent to Revoke Registration as a Broker-dealer.

Radius Securities, LLC (CRD No. 286256)

On May 7, 2025 the Banking Commissioner entered an Order Revoking Registration as a Broker-dealer (No. NRC-24-202411-S) with respect to Radius Securities, LLC, a Connecticut-registered broker-dealer located at 42 Broadway, Suite 12-129, New York, New York.

The firm had been the subject of an April 24, 2024 Notice of Intent to Revoke Registration as a Broker-dealer and Notice of Right to Hearing (No. NRC-24-202411-S) alleging that the firm violated Section 36b-31-6a(a) of the Regulations under the Connecticut Uniform Securities Act by failing to maintain any Connecticut-registered agents. The action further alleged that the Respondent failed on several occasions to address the issue once notified by the Division.

The firm did not request a hearing on the Notice of Intent to Revoke Registration as a Broker-dealer. Consequently, the allegations in the original Notice were deemed admitted and the Order Revoking Registration as a Broker-dealer was entered by default.

Anchored Tiny Homes Franchising LLC

On April 28, 2025, the Banking Commissioner entered a Stop Order Denying Effectiveness to the renewal business opportunity registration application filed by Anchored Tiny Homes Franchising LLC of 4401 Hazel Avenue, Suite 225, Fair Oaks, California 95628 ((No. CS-24-202453-B). The firm was in the business of offering franchises featuring the design, sale and installation of customized tiny home accessory dwelling units, affordable homes, and related services and products.

The Stop Order had been preceded by a January 17, 2025 Notice of Intent to Issue Stop Order Denying Effectiveness to Business Opportunity Registration, an Order to Cease and Desist and a Notice of Right to Hearing (No. CS-24-202453-B).

The Order to Cease and Desist, being uncontested, became permanent on March 24, 2025.

The January 17, 2025 action had alleged that the firm violated Section 36b-62(c)(2) of the Connecticut Business Opportunity Investment Act by failing to make adequate financial arrangements to fulfill its contractual obligations, and that it also violated Sections 36b-62(a) and 36b-67(1) of the Act by failing to observe the requirements for renewing its business opportunity registration.

Anchored Tiny Homes Franchising LLC failed to request a hearing on the allegations in the Notice of Intent to Issue a Stop Order. As a result, the allegations in the Notice of Intent to Issue a Stop Order were adopted as findings. The Stop Order denied the firm’s registration application effective May 1, 2025.

Consent Orders

Ian Michael Pierce (CRD No. 6205487)

On June 26, 2025, the Banking Commissioner entered a Consent Order ((No. CO-25-2025-28-S) with respect to Ian Michael Pierce, a former broker-dealer agent located at 305 Tolland Stage Road, Tolland, Connecticut 06084-2919.

The Consent Order alleged that, from June 2018 through November 2024, Respondent Pierce transacted business as an investment adviser absent registration in violation of Section 36b-6(c)(1) of the Connecticut Uniform Securities Act, and that Respondent fraudulently obtained and/or misappropriated at least $164,000 from at least four Connecticut customers who received no money in return in violation of Section 36b-5(a) of the Act.

The Consent Order noted that Respondent Pierce had been the subject of a June 6, 2021 Order for Default Judgement and Order of Revocation (Docket No. FC 20- I 05) issued by the Connecticut Insurance Department revoking all of Respondent's insurance licenses and precluding Respondent from being issued any future insurance licenses. In addition, the Consent Order noted that on February 23, 2022, the Financial Industry Regulatory Authority (“FINRA”) entered into a Letter of Acceptance, Waiver, and Consent (A WC) with Respondent (Docket No. 2020066086301), which permanently barred Respondent due to Respondent’s converting a customer's funds, depositing them into his bank account, and preparing fictitious statements.

Respondent Pierce provided the agency with a sworn financial affidavit demonstrating that he was unable to reimburse the affected Connecticut customers $164,000 or to pay the $100,000 administrative fine that otherwise would have been imposed against him. In light of that fact, the Consent Order temporarily stayed collection of the $164,000 restitution amount and the $100,000 fine for three years. After three years, if Respondent still was unable to pay the fine, the fine would be waived. However, Respondent's restitution obligation would remain in effect after three years.

The Consent Order directed Respondent to cease and desist from regulatory violations and barred him from offering or selling securities in or from Connecticut; transacting business in or form Connecticut as a broker-dealer, agent, investment adviser or investment adviser agent and acting in any other capacity that required a license or registration from the Commissioner.

CFIG Investment Advisory Services, LLC f/k/a Continental Five Investment Group, LLC (CRD No. 148261)

On June 23, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-202518-S) with respect to CFIG Investment Advisory Services, LLC, a Connecticut-registered investment adviser located at 1555 Post Road East, Suite 206, Westport, Connecticut 06880.

In 2018, the firm had been put on notice that its billing policies and bookkeeping practices were not consistent with regulatory requirements. The June 23, 2025 Consent Order alleged that the firm had not rectified the deficiencies on the date of the Division's later examination and that it was reluctant to provide critical information during the course of that examination. The Consent Order alleged that the firm violated Section 36b-31-6f(b) of the Regulations under the Connecticut Uniform Securities Act by failing to establish enforce and maintain an adequate supervisory system; that it violated Section 36-31-14f(b)(4) of the Regulations by failing to furnish access to certain areas of its investment advisory operations and otherwise facilitate he Division’s examination; violated Section 36b-23 of the Act by making statements regarding its affiliate that were false or misleading; and violated Section 36b-31-14b(a) of the Regulations by failing to keep true, accurate and current records in connection with an income statement provided to the Division in 2024.

The Consent Order fined the firm $10,000 and directed it to cease and desist from regulatory violations. In addition, the Consent Order directed the firm to retain a regulatory consultant for three years to evaluate its compliance programs and report back to the Division on its findings.

The Cheetah Fund LP, C.M. Allen Capital Management, Inc. and Craig Murfee Allen (CRD No. 2625516)

On June 10, 2025, the Banking Commissioner entered a Consent Order (No. CO-25-202310-S) with respect to The Cheetah Fund L.P., an investment fund located at 3090 East Paces Ferry Road, Suite 77, Atlanta, Georgia 30305, C.M. Allen Capital Management, Inc. and Craig Murfee Allen. C.M. Allen Capital Management, Inc., a Georgia corporation, was administratively dissolved on October 22, 2020. Respondent Allen of 3185 Nancy Creek Road NW Atlanta, Georgia 30327, was the control person of the two entities.

The Consent Order had been preceded by a May 20, 2024 Order to Cease and Desist, Order to Make Restitution, Notice of Intent to Fine and Notice of Right to Hearing (No. CRF-24-202310-S). That action alleged that the Respondents violated Section 36b-16 of the Connecticut Uniform Securities by offering and selling unregistered interests in The Cheetah Fund L.P. to Connecticut investors. The action also alleged that the Respondents violated the antifraud provisions in Section 36b-4(a) of the Act by, among other things, making inflated unsubstantiated earnings claims to investors, falsely representing that The Cheetah Fund had been audited, falsely representing that a famous investor had invested in The Cheetah Fund and, in the case of Respondent Allen, using investor funds to pay his personal expenses. Connecticut investors were unsuccessful in attempting to recoup their invested funds from Respondents.

On January 21, 2025, Respondent Allen was sentenced, in a related matter, to: 1) 87 months of imprisonment in the custody of the Federal Bureau of Prisons, and three years of supervised release thereafter; 2) restitution in the amount of $9,240,521; and 3) special assessment of $100 (United States v. Allen, 1 :24-cr-00323-TWT (N.D.Ga).). The Court found that Allen did not have the ability to pay a fine and the cost of incarceration and therefore the fine and incarceration costs would be waived.

The Consent Order directed the Respondents to cease and desist from regulatory violations. In addition, the Consent Order barred Respondent Allen from transacting securities-related business and from engaging in any other capacity that required a license or registration from the Commissioner. In light of the criminal proceeding, the $100,000 fine that otherwise would have been imposed against the Respondents was temporarily stayed for three years following which it would be waived if Respondents remained financially unable to pay.

Spruce Investment Advisors, LLC (IARD No. 122149)

On April 8, 2025, the Banking Commissioner entered a Consent Order (No. CO-24-202243-S) with respect to Spruce Investment Advisors, LLC, a Securities and Exchange Commission registered investment adviser located at 700 Canal Street, Stamford, Connecticut 06902.

The Consent Order alleged that, from January 1, 2022 until May 20, 2022, the firm failed to make the notice filing required of SEC-registered investment advisers by Section 36b-6(c)(1) of the Connecticut Uniform Securities Act. The firm cured the deficiency on May 20, 2022.

The Consent Order directed the firm to cease and desist from regulatory violations and to pay a $5,000 fine to the department.

Stipulation and Agreements

Hudson Harper Capital Management LP (CRD No. 312709) and Hudson Harper Capital LP

On May 6, 2025, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-M2024-24-S) with Hudson Harper Capital Management LP and Hudson Harper Capital LP, both of 12 Powder Horn Hill Road, Wilton, Connecticut 06987. Hudson Harper Capital Management LP's sole advisory client is private hedge fund, Hudson Harper Capital LP.

The Stipulation and Agreement alleged that, between July 2021 and March 2024, Hudson Harper Capital Management LP failed to file the prescribed Form ADV items required of Exempt Reporting Advisers pursuant to Connecticut law. The firm has since become registered as an investment adviser under the Connecticut Uniform Securities Act.

The Stipulation and Agreement also alleged that Hudson Harper Capital LP failed to timely make a Rule 506 notice filing with the Commissioner pursuant to Sections 36b-16 and 36b-21(e) of the Act. Hudson Harper Capital LP has since cured the filing deficiency.

The Stipulation and Agreement directed both parties to refrain from regulatory violations. In addition, the Stipulation and Agreement fined Hudson Harper Capital Management LP $2,000 and Hudson Harper Capital LP $500.

Metric Financial, LLC (CRD No. 297325)

On April 17, 2025, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-25-202412-S) with Metric Financial, LLC, a Connecticut-registered investment adviser located at 945 Hopmeadow Street, Simsbury, Connecticut 06070.

The Stipulation and Agreement alleged that, in 2023, the firm failed to meet the minimum capital requirements in Section 36b-31-9c of the Regulations under the Connecticut Uniform Securities Act. The firm has since taken curative steps to rectify the deficiency.

In resolution of the matter, the firm agreed to refrain from violative conduct and to pay a $2,500 fine to the agency.

1 Main Capital Management, LLC (CRD No. 328826)

On April 2, 2025, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-M2025-16-S) with 1 Main Capital Management, LLC of 8 Wright Street, Suite 107, Westport, Connecticut 06880. The firm is not registered as an investment adviser under the Connecticut Uniform Securities Act, but rather is an exempt reporting adviser as defined by federal law.

The firm self reported that, between January 8, 2023 and December 19, 2024, it had failed to file certain Form ADV items indicating its status as an exempt reporting adviser for Connecticut purposes. The oversight was subsequently corrected.

In resolution of the matter, the firm agreed to refrain from regulatory violations and to pay a $500 fine.

Statistical Summary