Case 1:21-cv-00260 Document 1 Filed 03/29/21 Page 1 of 16
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`UNITED STATES DISTRICT COURT
`DISTRICT OF NEW HAMPSHIRE
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`SECURITIES AND EXCHANGE
`COMMISSION,
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`v.
`LBRY, INC.,
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`Plaintiff,
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`Defendant.
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`Civil Action No.
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`JURY TRIAL DEMANDED
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`
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`COMPLAINT
`Plaintiff Securities and Exchange Commission (the “Commission”) alleges the following
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`against Defendant LBRY, Inc. (“LBRY”).
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`SUMMARY
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`1.
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`This case concerns LBRY’s failure to register an offering of securities pursuant to
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`the Securities Act of 1933 (“Securities Act”). From 2016 through the present, LBRY offered
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`and sold millions of dollars’ worth of unregistered securities to investors, in the form of a digital
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`asset called LBRY Credits (“LBC”), which LBRY told investors was to be used to fund its
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`business and build its product – a digital content marketplace or network offering video and
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`audio recordings, images, and other information (“LBRY Network”).
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`2.
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`LBC were offered and sold as investment contracts and, therefore, securities.
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`LBRY offered and sold the LBC in exchange for U.S. dollars, bitcoins, and other consideration
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`such as non-monetary contributions to its enterprise. LBRY pooled the money it raised such that
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`the successes (or failures) of the LBC holders were inextricably intertwined with other holders of
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`LBC, the largest of whom was LBRY itself. And LBC holders reasonably would have expected
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`a return on their investment based on the entrepreneurial or managerial efforts of LBRY.
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`3.
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`Beginning in mid-2016, LBRY offered and sold LBC to the public in exchange
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`for contributions designed to allow LBRY to build the LBRY Network. Similarly, to pay for
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`LBRY’s construction and development of the LBRY Network, LBRY offered and sold LBC to
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`investors. In particular, between 2016 and 2020, LBRY sold more than 13 million LBC to the
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`general public through accounts it controlled at two online digital asset trading platforms (i.e.,
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`online platforms that allow buyers and sellers to trade a range of digital assets). LBRY sold the
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`LBC on the digital asset trading platforms in exchange for bitcoin then valued at more than $5
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`million.
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`4.
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`Concurrently, LBRY offered LBC to institutional investors at a discount to the
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`secondary market trading price. As early as July and August 2016, LBRY offered to sell LBC
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`directly to institutional investors, but LBRY did not consummate any sales of LBC to
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`institutional investors at that time. Instead, it obtained investment funding from venture
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`capitalists.
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`5.
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`From October 2017 through April 2018, LBRY made multiple direct sales of
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`LBC to a series of investment funds focusing on digital assets. In total, the investment funds
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`paid LBRY more than $250,000 for LBC from October 2017 through April 2018. In May 2018,
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`LBRY agreed to sell 2 million LBC (then worth approximately $360,000) to an institutional
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`investor rather than transferring LBRY common stock to the investor. The terms of LBRY’s sale
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`to the institutional investor required the investor to wait one year before selling the 2 million
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`LBC.
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`6.
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`LBRY used the capital it raised from sales of LBC to pay for the operational costs
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`to grow the LBRY Network, which, as LBRY publicly represented, would cause the price of
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`LBC held by investors to appreciate. Because LBRY was the largest holder of LBC, it also
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`expected to profit from any appreciation in value of LBC. At various times, LBRY represented
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`to venture capital investors that it projected the LBC that it held itself would eventually be worth
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`Case 1:21-cv-00260 Document 1 Filed 03/29/21 Page 3 of 16
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`billions of dollars once it built the LBRY Network to its anticipated scale.
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`7.
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`LBRY did not register its offer and sale of LBC with the Commission. As a
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`result, LBRY violated, and unless restrained and enjoined will continue to violate, Sections 5(a)
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`and 5(c) of the Securities Act.
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`8.
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`The Commission seeks a permanent injunction enjoining LBRY from engaging in
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`the transactions, acts, practices, and courses of business alleged in this Complaint, and a conduct-
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`based injunction prohibiting LBRY from participating, directly or indirectly, in any unregistered
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`digital asset securities offering. The Commission also seeks disgorgement of all ill-gotten gains
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`from the unlawful conduct set forth here together with prejudgment interest, civil penalties, and
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`such other relief as the Court may deem appropriate.
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`JURISDICTION AND VENUE
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`9.
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`This Court has jurisdiction over this action pursuant to Section 22(a) of the
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`Securities Act [15 U.S.C. § 77v(a)].
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`10.
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`Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.
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`§ 77v(a)]. Certain of the acts, practices, transactions, and courses of business alleged in this
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`Complaint occurred within the District of New Hampshire, and were effected, directly or
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`indirectly, by using means or instrumentalities of transportation or communication in interstate
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`commerce, or the mails. Among other things, LBRY is headquartered in Manchester, NH, and
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`LBRY’s founder and current president, resides in Manchester, NH.
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`THE DEFENDANT
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`11.
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`LBRY, Inc. is a privately owned Delaware corporation with its principal place of
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`business in Manchester, New Hampshire. LBRY was incorporated in April 2015, and its
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`securities are not registered with the Commission in any capacity.
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`SECTION 5 OF THE SECURITIES ACT
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`12.
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`Congress enacted the Securities Act to regulate the offer and sale of securities. In
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`particular, Congress enacted a regime of full and fair disclosure, requiring those who offer and
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`sell securities to the investing public to provide sufficient, accurate information to allow
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`investors to make informed decisions. Such disclosures are ordinarily set forth in a registration
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`statement, which provides investors with financial and managerial information about the issuer
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`of the securities, details about the terms of the securities offering, the proposed use of investor
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`proceeds, and an analysis of the risks and material trends that would affect the enterprise.
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`13.
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`Section 5(a) of the Securities Act provides that, unless a registration statement is
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`in effect as to a security, it is unlawful for any person, directly or indirectly, to sell securities in
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`interstate commerce. Section 5(c) of the Securities Act provides a similar prohibition against
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`offers to sell or offers to buy, unless a registration statement has been filed. Thus, Sections 5(a)
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`and 5(c) of the Securities Act prohibit the unregistered offer or sale of securities in interstate
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`commerce.
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`A.
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`Background.
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`FACTS
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`14.
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`LBRY describes itself as a company founded to create a way to distribute and
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`purchase digital content that would be open to the public and would not involve an intermediary.
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`LBRY first targeted video distribution and sought to compete with YouTube, Amazon, and other
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`video entertainment platforms.
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`15.
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`To accomplish its business objectives, LBRY represented that it would use
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`blockchain-related technology (a blockchain is a an electronic distributed ledger or list of entries
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`maintained by various participants in a network of computers) as follows: (a) LBRY would
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`create a blockchain “protocol” (i.e., a set of rules or procedures that govern the transfer of data
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`between electronic devices); (b) LBRY would create a user application; (c) LBRY would create
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`the software that would enable the user application to use the LBRY protocol; (d) LBRY would
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`recruit creators and producers to publish their videos, shows, and movies to the LBRY protocol;
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`and (e) LBRY would publicize the protocol and application to attract consumers.
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`16.
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`To financially support its operations and promotional efforts, LBRY planned to
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`offer and sell LBC to investors. In March 2016, LBRY represented to the public on its website:
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`In the early days of our protocol, LBRY Inc. will be making a concerted effort to
`deploy LBC in a non-neutral way. We will be incentivizing early adopters,
`amazing content publishers, and even nonprofits which share our vision of a free
`and open internet. We will be retaining a portion to finance the continued
`development of the ecosystem. LBRY Credits will work on behalf of
`development of the LBRY content distribution network, not the other way around.
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`17.
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`LBRY launched its protocol in June 2016. By its design, LBRY held the first 400
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`million LBC in its possession, representing 40% of the total allowable supply of LBC under the
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`protocol. LBRY divided its LBC into three self-described “funds” and used the LBC in those
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`funds to raise money and develop its network at various times.
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`18.
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`In particular, LBRY divided the 400 million LBC that it held into accounts that it
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`called the “Operational Fund,” the “Community Fund,” and the “Institutional Fund.” LBRY
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`used the LBC from each fund slightly differently in hopes of achieving its goals of building the
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`Network, increasing the value of LBC, and profiting from selling LBC that had increased in
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`value. LBRY explained the following on its publicly-available website:
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`a. “The Community Fund is [200 million] LBC reserved for spreading usage and
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`adoption of the LBRY protocol. The more people that use and love LBRY, the
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`stronger the LBRY network is . . . . this fund will be used for . . . . [s]eeding
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`consumers with initial credits … [r]ecruiting producers to use LBRY…
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`[r]ewarding community contributors.”
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`b. “The Institutional Fund is [100 million] LBC reserved for the formation of
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`institutional partnerships, and for grants, donations, and other ways of
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`strengthening relationships with organizations of need or like-mindedness.”
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`c. The Operational Fund exists “[t]o allow LBRY, Inc. to function and profit . . .
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`LBRY Inc. has reserved [100 million LBC] to fund continued development and
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`provide profit for the founders. Since credits only gain value as the use of the
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`protocol grows, the company has an incentive to continue developing this open-
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`source project.”
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`Because LBRY held such a large amount of LBC, its fortunes were inextricably intertwined with
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`those of other investors holding LBC.
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`B.
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`LBRY Offered and Sold Securities.
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`19.
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`Beginning in 2016, LBRY offered LBC derived from the Community Fund in
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`exchange for contributions to the network, including to software testers and developers.
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`20.
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`Similarly, at various times in 2017 through 2020, LBRY offered and sold LBC
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`derived from the Operational Fund and the Institutional Fund to investors.
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`21.
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`For example, in July 2017, LBRY was running low on cash to pay for its
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`development of the network, so in July and August 2017 it sold 1 million LBC directly to
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`secondary market purchasers through two online digital asset trading platforms. Later, in
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`November 2017, the price of LBC on the digital asset trading platforms climbed after dipping in
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`October 2017. To profit from rising prices, LBRY continued to sell LBC on and after November
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`8, 2017 directly to secondary market purchasers through those trading platforms. As the price
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`for LBC continued to climb throughout November and December 2017, LBRY sold 5 million
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`LBC to investors generating more than $1.6 million in proceeds.
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`22.
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`In addition, on various dates in 2018, LBRY sold another 5 million LBC, from its
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`Operational Fund directly to investors through one or more digital asset trading platforms.
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`LBRY generated more than $3.4 million from these sales of LBC.
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`23.
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`Starting in 2017, LBRY also issued LBC to LBRY employees as compensation
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`incentives in exchange for their labor and later issued LBC through an employee purchase
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`program in exchange for money. Many LBRY employees personally held LBC as an investment
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`and expressed satisfaction when LBC increased in value. LBRY’s social media spokesperson
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`publicly identified himself as an “investor” in LBC and expressed on a social media site to LBC
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`traders, “I want the price [of LBC] to be higher just as much as anyone else….”
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`24.
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`Starting in June 2016 and continuing through the present, LBRY has engaged in
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`one continuous (or in the alternative, an integrated) offering of securities in the form of LBC to
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`institutional and retail investors. LBRY offered and sold investment contracts and, thus,
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`securities, when it offered and sold LBC. An investment contract (a type of security) exists
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`when individuals or entities (a) invest money or otherwise exchange value (including dollars,
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`bitcoin, and other consideration such as labor in the form of services to LBRY); (b) in a common
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`enterprise; (c) with a reasonable expectation of profits to be derived from the entrepreneurial and
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`managerial efforts of others.
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`25.
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`Here, and as described in more detail below: individuals and entities purchased
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`LBC in exchange for United States currency, bitcoin, or other consideration such as their
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`services; the money, bitcoin, and other consideration raised by LBRY was pooled and investors,
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`whose collective fortunes were inextricably intertwined, shared in the profits and risks of the
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`enterprise as the value of LBC collectively rose and fell; and they made these purchases with a
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`reasonable expectation of profit in that the value of LBC (and the anticipated return on
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`investment) was predicated on the development, growth, and success of the LBRY Network due
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`to LBRY’s efforts. Indeed, LBRY led investors to believe that the value of LBC would increase
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`if LBRY’s business developed and was a success.
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`1.
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`26.
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`Investment Contract First Prong: LBC Holders Invested Money.
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`From around June 2016 through the present, LBRY offered and sold LBC to
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`institutional investors and retail investors in exchange for U.S. dollars, bitcoins, and other
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`consideration, such as services that would help LBRY to develop its business. Over two years,
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`from around July 2017 to July 2019, LBRY transferred the proceeds of LBC sales to its bank
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`account, which was held in United States dollars. These transfers totaled about $6.17 million,
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`and represented almost all of the money available to LBRY.
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`2.
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`Investment Contract Second Prong: LBC Holders Invested in a Common
`Enterprise.
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`27.
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`LBC holders invested in a common enterprise. The fortunes of LBC holders’
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`investments were inextricably intertwined because LBRY pooled the assets it received from
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`investors in exchange for LBC, and deployed those assets collectively to fund its business
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`operations. The success of the enterprise depended on LBRY’s build out of the network and the
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`value of LBC rose and fell for each LBC holder in the same manner.
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`28.
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`Similarly, the fortunes of LBC holders’ investments were also aligned with
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`LBRY’s success or failure. If the LBRY Network succeeded, the LBC holders and LBRY
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`would stand to profit because LBRY was the largest holder of LBC. If the LBRY Network
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`failed, then the value of LBC would decline dramatically (or be worthless).
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`29.
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`Shortly after LBC began trading in July 2016, LBRY highlighted this common
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`enterprise when it posted the following statement on its publicly available website in response
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`to a price spike in the value of LBC (resulting, at the time, in a $1.2 billion market capitalization
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`for the company): the “long-term value proposition of LBRY is tremendous, but also dependent
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`on our team staying focused on the task at hand: building this thing . . . focus now and
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`henceforth will be on the long-term value of the LBRY protocol. Over the long-term, the
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`interests of LBRY and the holders of credits [i.e., LBC] are aligned.” The financial interests of
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`the LBC holders and LBRY also were aligned because LBRY held a large amount of LBC.
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`3.
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`Investment Contract Third Prong: LBC Holders Reasonably Expected a Profit
`from LBRY’s Efforts.
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`30.
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`LBRY led LBC holders to believe that the value of LBC would appreciate based
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`on LBRY’s efforts:
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`a. Using its website and social media, LBRY represented to the public (and thus to
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`LBC holders) that LBC would appreciate in value if the LBRY Network grew its
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`functionality, usability, publishing base (i.e., content), and consumers. LBRY
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`represented to the public through its publicly available website that: “[LBC] only
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`gain[s] value as the use of the protocol [the LBRY Network] grows . . . .”
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`b. On its publicly available website, LBRY highlighted and publicized its
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`employees, including advertising their technical prowess and business acumen,
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`thereby representing that LBRY’s team could create and build its network.
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`Consistent with its representations to venture capitalists, LBRY publicly
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`announced its assertion that the value of the LBC would increase based on
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`LBRY’s efforts. For example, in September 2016, LBRY posted the following
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`information on its publicly available website:
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`“Our goal is to increase the long-term value of the protocol, which
`if adopted globally will make our [LBC Operational Fund] many
`times more valuable than any short-term bubble. We’ve already
`invested 10,000 working hours into this project, and it will take
`many more, but we’re patient and focused on the future.”
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`c. In late 2016, the value of LBC declined. In response, LBRY stated on its publicly
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`available website that the price of LBC “will go up when we’ve built a product
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`that is compelling enough to change people’s habits. . . . [and that LBRY would
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`be] focusing all of our efforts on creating a product that people will love and
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`getting that product in front of the people that will love it.”
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`d. Through March 2021, LBRY continued to offer and sell LBC and continued to
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`represent on its publicly available website that buying LBC was a worthy
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`investment, claiming that the price of LBC would increase in the future based on
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`LBRY’s efforts. LBRY continually represented throughout the applicable period,
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`in statements on its website and in social media, that LBRY itself was driving and
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`actually accomplishing developments to the network. LBRY represented that it
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`had redesigned the applications’ interface; incorporated new features;
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`strengthened the protocol; fixed problems with the code; acquired and published
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`content; operated servers to host content; launched new applications; developed
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`versions compatible with various operating systems and platforms; improved
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`application speed; recruited publishers; and marketed the network.
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`31.
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`LBC holders’ expectation that they would profit from LBRY’s efforts matched
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`LBRY’s own expectations that it would profit from that network-building effort. LBRY echoed
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`those expectations in statements it made to various venture capital investors in 2016, including
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`the following:
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`a. LBRY represented to these investors that LBC had “a value proportional to the
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`sum of all information transacted on the network . . . [and that] the most
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`reasonable path to profit is to reserve a portion of [LBC] . . . [and that] if any
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`significant portion of the $2 trillion media market happens through the LBRY
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`network [the] credits [i.e., LBC] will hold significant value.”
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`b. Similarly, LBRY provided a pitch deck (a presentation used to sell an idea,
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`product, or investment) to venture capital firms in which LBRY represented that
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`the value of the LBC in its Operational Fund would represent billions of dollars in
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`value to LBRY once LBRY scaled up its network, that is LBRY expected that the
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`price of LBC would increase as LBRY built out the network.
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`C.
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`LBRY Continues to Offer and Sell LBC.
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`32.
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`During the first half of 2020, LBRY sought additional capital because it again was
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`low on cash to pay for the development of the LBRY Network. Despite a relatively low price for
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`LBC in the digital market trading platforms, LBRY sold 10,000,000 LBC to retail investors to
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`raise capital. The total approximate value at the time of issuance of the LBC was between
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`$87,700 and $525,000.
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`33.
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`In June 2020, LBRY publicly announced in a video posted to its website that it
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`would begin offering and selling LBC from its Operational Fund directly through its applications
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`using a third-party vendor. LBRY also announced that it did not want to drain its Operational
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`Fund too fast. LBRY stated that if it sold more than 500,000 LBC per month through its
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`applications it would purchase LBC “on the market.” LBRY’s market purchases of LBC would
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`effectively prop up the price of LBC for other sellers on the trading platforms. LBRY’s
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`statements about its Operational Fund conveyed to investors assurances that it would act to avoid
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`negative pressure on the LBC price and so investors would reasonably believe that LBRY was
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`working to make the enterprise profitable as it continued to develop the network. LBRY did not
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`want to reduce its Operational Fund when it expected LBC prices to rise. In June, LBRY sold
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`435,000 LBC through the third-party vendor.
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`34.
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`On June 29, 2020, LBRY announced that it was going to take action to stabilize
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`short-term prices of LBC and insulate the price of LBC from market volatility. In its
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`announcement, LBRY explained that it believed price volatility of LBC was hindering publisher
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`and user adoption of LBRY's network, and thereby the growth of the network. To mitigate the
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`problem, LBRY enlisted a vendor (the “Agent”) to use 40 million LBC from its Institutional
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`Fund to act as its agent and a market maker. A market maker is an individual or entity that
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`operates as a middle party to buy and sell securities on a regular and continuous basis at
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`prevailing market prices. LBRY represented to investors that the Agent would place orders to
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`buy and sell LBC on the trading platforms at all times, to provide liquidity to the market at near
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`current prices. This conduct further led investors reasonably to believe that LBRY would take
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`steps to make the enterprise profitable.
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`35.
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`In October 2020, LBRY still represented on its website that LBC will only gain
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`value as the use of its Network grows. In a post on its website, LBRY represented that, in its
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`view, the amount of LBC being used on the Network was not growing in line with its
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`expectations, that is the demand for LBC had flattened. In its post, LBRY announced it would
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`make changes to the Network to correct this problem. LBRY announced it was going to build
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`the “LBRY economy” and thereby make it more compelling to buy LBC than to buy tokens from
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`other companies. In its post, LBRY represented that it was underappreciated in the blockchain
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`space and would rectify this lack of appreciation by partnering with and aligning long-term
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`incentives with blockchain promoters and influencers. In its post, LBRY represented that it was
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`going to undertake efforts and give economic incentives to limit the circulating supply of LBC.
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`These representations led investors reasonably to believe that LBRY would be taking steps to
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`drive demand (or reduce circulating supply) of LBC to increase the price of LBC and make the
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`enterprise more profitable.
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`36.
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`As of March 2021, LBRY’s efforts to deliver on its promises and develop the
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`LBRY Network are on-going. LBRY maintains managerial and entrepreneurial control over the
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`LBRY Network. LBRY continues to control its software code for its applications and the
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`protocol. LBRY continues to unilaterally make strategic and managerial decisions about the
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`future of the LBRY Network. LBRY continues to unilaterally decide how to allocate the capital
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`and resources it has pooled from investors to grow the Network, which it represents on its
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`website will increase the value of LBC.
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`37.
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`LBRY continues to post updates about its efforts to create new features like live-
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`streaming video and playlists for content. LBRY also publicly represents in posts on its website,
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`on social media, and during interviews, what it is currently developing, what it will soon release,
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`and that it is directing the Network in a way to attract the greatest number of users and grow the
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`Network exponentially. In a website post in February 2021, LBRY updated readers about
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`changes it recently made and promised future evolutions in its applications. LBRY concluded
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`the update with its prediction that the “best is yet to come.” LBRY punctuated the sentence with
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`a rocket ship icon signifying to readers that LBC was going to rocket to higher prices.
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`38.
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`In 2021, LBRY continues to work to get LBC listed on more digital asset trading
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`platforms, which investors have represented is an important element to increasing the trading
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`price of LBC. In March 2021, LBC is traded on at least four different digital asset trading
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`platforms. The number of LBC traded daily by investors on the digital asset trading platforms
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`constituted a large percentage of the outstanding supply of LBC. In March 2021, the daily
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`volume of LBC traded by investors ranged from a low of 43 million LBC to more than 620
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`million LBC. 620 million is significantly greater than the total circulating supply of LBC,
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`meaning that investors are buying and selling the same LBC multiple times in a single day. The
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`reported value of daily trades on the digital asset trading platforms ranged from approximately
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`$6.3 million in sales to approximately $163 million in sales.
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`39.
`
`Consistent with prior periods, the trading on digital assert trading platforms in
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`March 2021 dwarfed any use of LBC by third parties through LBRY’s video applications. For
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`Case 1:21-cv-00260 Document 1 Filed 03/29/21 Page 14 of 16
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`example, in one 24-hour period in March 2021 the number of LBC traded on the digital asset
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`platforms exceeded 43 million LBC. By comparison, during that same approximate 24-hour
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`period, less than 85,000 LBC was used to tip or pledge support for publishers through LBRY’s
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`video applications, according to a third-party website. This amounts to less than 0.2% of that
`
`day’s trading volume. Because LBRY distributes LBC to publishers through its video
`
`applications, the relatively small amount of LBC used on LBRY’s video applications (as
`
`reported by the third-party website) is mostly the result of LBRY’s own sales of LBC in
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`exchange for goods and services.
`
`40.
`
`In 2021, investors have continued to communicate on social media platforms
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`about their investment in LBC, the price of LBC, and LBRY’s efforts to continue to develop the
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`Network. For example, in mid-March 2021, when the price of LBC increased, investors on one
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`social media site tried to determine which recent development announcement by LBRY caused
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`the price to go up. At the same time, LBRY continues to offer securities in the form of LBC to
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`investors without an effective registration statement, and therefore, without disclosing to
`
`investors all of the business and financial information required to be disclosed in a registration
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`statement. Consequently, investors continue to trade LBC between each other on digital asset
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`trading platforms without the benefit of the disclosure information that LBRY is required to
`
`provide.
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`D.
`
`LBRY Did Not Register its Offer and Sale of Securities.
`
`41.
`
`LBRY did not register its offer and sale of LBC pursuant to Section 5 of the
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`Securities Act. LBRY failed to file a registration statement under the Securities Act with respect
`
`to its offering of LBC.
`
`42.
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`LBRY deprived purchasers of LBC of the audited financial statements, auditor’s
`
`opinion letter, business description, risk disclosures, and other information that are required to be
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`Case 1:21-cv-00260 Document 1 Filed 03/29/21 Page 15 of 16
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`disclosed in an effective registration statement.
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`FIRST CLAIM FOR RELIEF
`UNREGISTERED OFFERING OF SECURITIES
`(Violations of Sections 5(a) and 5(c) of the Securities Act)
`
`
`
`43.
`
`Paragraphs 1 through 42 above are re-alleged and incorporated by reference as if
`
`fully set forth herein.
`
`44.
`
`Through the conduct described above, LBRY, directly or indirectly: (a) made use
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`of the means or instruments of transportation or communication in interstate commerce or of the
`
`mails to sell, through the use or medium of a prospectus or otherwise, securities as to which no
`
`registration statement has been in effect, and/or (b) made use of the means or instruments of
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`transportation or communication in interstate commerce or of the mails to offer to sell, through
`
`the use or medium of a prospectus or otherwise, securities as to which no registration statement
`
`had been filed.
`
`45.
`
`As a result of the conduct described above, LBRY violated Sections 5(a) and (c)
`
`of the Securities Act [15 U.S.C. §§ 77e(a), (c)].
`
`PRAYER FOR RELIEF
`WHEREFORE, the Commission respectfully requests that this Court:
`
`A.
`
`Enter a permanent injunction restraining the Defendant and each of its officers,
`
`agents, servants, employees, attorneys, and those persons in active concert or participation with it
`
`who receive actual notice of the injunction by personal service or otherwise, including email,
`
`fax, or overnight delivery service, from directly or indirectly engaging in the conduct described
`
`above, or in conduct of similar purport and effect, in violation of Sections 5(a) and (c) thereunder
`
`[17 C.F.R. 240.10b-5(a) and (c)].
`
`B.
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`Order the Defendant to disgorge its ill-gotten gains, plus prejudgment interest;
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`C.
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`Order the Defendant to pay appropriate civil monetary penalties in accordance
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`with Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)];
`
`D.
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`Enter a conduct-based injunction prohibiting LBRY from participating, directly or
`
`indirectly, in any unregistered digital asset securities offering;
`
`E.
`
`Retain jurisdiction over this action to implement and carry out the terms of all
`
`orders and decrees that may be entered; and
`
`F.
`
`Grant such other and further relief as this Court may deem just and proper.
`
`
`
`
`
`
`
`JURY DEMAND
`The Commission demands a jury in this matter for all claims so triable.
`
`
`
`
`
`
`
`
`Respectfully submitted,
`
`SECURITIES AND EXCHANGE COMMISSION
`
`By its attorneys,
`Respectfully submitted,
`
`
`
`
`
` /s/ Peter Bryan Moores
`Peter Bryan Moores (Mass. Bar No. 658033)
` Senior Enforcement Counsel
`Marc Jones (Mass. Bar No. 645910)
` Senior Trial Counsel
`Eric Forni (Mass. Bar No. 669685)
` Senior Trial Counsel
`Amy Gwiazda (Mass. Bar No. 663494)
` Assistant Regional Director
`Martin F. Healey (Mass. Bar No. 227550)
` Regional Trial Counsel
`U.S. Securities and Exchange Commission
`Boston Regional Office
`33 Arch St., 24th Floor
`Boston, MA 02110
`(617) 573-4576
`
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