NEWARK, N.J. – On Thursday, Michael C. Cohen, 49, of West Orange, who is the president and CEO of Proteonomix Inc., a biotechnology company in Paramus, pleaded guilty before U.S. District Judge Madeline Cox Arleo in Newark federal court to an information charging him with one count of certifying false statements with the SEC. U.S. Attorney Paul J. Fishman has announced that Cohen admitted misleading the U.S. Securities and Exchange Commission (SEC) about his business dealings with his father-in-law.
The false statements count to which Cohen pleaded guilty carries a maximum potential penalty of 10 years in prison and a $1 million fine.
Sentencing is scheduled for May 27, 2015. On Thursday, the SEC filed a civil complaint against Cohen.
According to documents filed in this case and statements made in court, Proteonomix performed stem cell research and developed cosmeceutical products.
Cohen’s father-in-law was the president of Nancyco of NY Inc., Joe & Sam of New York Inc., Mollyco of NY Inc., and JSMNM Inc. (collectively, the “FIL Companies”) that purportedly performed work for Proteonomix in exchange for Proteonomix shares.
As the president, CEO, and chief financial officer for Proteonomix, Cohen was required to accurately disclose the company’s financial information to the investing public. SEC regulations require disclosure of “related-party transactions” involving immediate family members with a direct or indirect material interest.
Cohen admitted he exercised control over the FIL Companies’ bank and brokerage accounts and failed to disclose they were related parties under SEC regulations. In a September 2012 filing with the SEC, Proteonomix and Cohen knowingly failed to disclose that an agreement between Proteonomix and Mollyco, in which $2 million in debt was converted into shares of Proteonomix stock, was a related-party transaction.
U.S. Attorney Fishman credited special agents of the FBI, under the direction of Special Agent in Charge Richard M. Frankel in Newark, and the SEC Division of Enforcement’s Market Abuse Unit, under the direction of Daniel M. Hawke, with the investigation leading to the guilty plea. Defense counsel is Jacob Frenkel Esq., Baltimore, Maryland.