Item 8.01 Other Events.
On November 8, 2021, one of Concierge Technologies, Inc.'s (the
"Company") indirect subsidiaries, the United States Commodity Funds LLC
("USCF"), together with United States Oil Fund, LP ("USO"), for which USCF is
the general partner, announced a resolution with each of the U.S. Securities and
Exchange Commission (the "SEC") and the U.S. Commodity Futures Trading
Commission (the "CFTC") relating to matters set forth in certain Wells Notices
issued by the staffs of each of the SEC and CFTC as more fully described below.
On August 17, 2020, USCF, USO, and John Love received a "Wells Notice" from the
staff of the SEC (the "SEC Wells Notice"). The SEC Wells Notice stated that the
SEC staff made a preliminary determination to recommend that the SEC file an
enforcement action against USCF, USO, and Mr. Love alleging violations of
Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended (the
"1933 Act"), and Section 10(b) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and Rule 10b-5 thereunder.
Subsequently, on August 19, 2020, USCF, USO, and Mr. Love received a Wells
Notice from the staff of the CFTC (the "CFTC Wells Notice"). The CFTC Wells
Notice stated that the CFTC staff made a preliminary determination to recommend
that the CFTC file an enforcement action against USCF, USO, and Mr. Love
alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the Commodity
Exchange Act, as amended (the "CEA"), 7 U.S.C. §§ 6o(1)(A) and (B) and 9(1)
(2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41,
180.1(a) (2019).
On November 8, 2021, acting pursuant to an offer of settlement submitted by USCF
and USO, the SEC issued an order instituting cease-and-desist proceedings,
making findings, and imposing a cease-and-desist order pursuant to Section 8A of
the 1933 Act, directing USCF and USO to cease and desist from committing or
causing any violations of Section 17(a)(3) of the 1933 Act, 15 U.S.C. §
77q(a)(3) (the "SEC Order"). In the SEC Order, the SEC made findings that, from
April 24, 2020 to May 21, 2020, USCF and USO violated Section 17(a)(3) of 1933
Act, which provides that it is "unlawful for any person in the offer or sale of
any securities . . . to engage in any transaction, practice, or course of
business which operates or would operate as a fraud or deceit upon the
purchaser." USCF and USO consented to entry of the SEC Order without admitting
or denying the findings contained therein, except as to jurisdiction.
Separately, on November 8, 2021, acting pursuant to an offer of settlement
submitted by USCF, the CFTC issued an order instituting cease-and-desist
proceedings, making findings, and imposing a cease-and-desist order pursuant to
Section 6(c) and (d) of the CEA, directing USCF to cease and desist from
committing or causing any violations of Section 4o(1)(B) of the CEA, 7 U.S.C. §
6o(1)(B), and CFTC Regulation 4.41(a)(2), 17 C.F.R. § 4.41(a)(2) (the "CFTC
Order"). In the CFTC Order, the CFTC made findings that, from on or about April
22, 2020 to June 12, 2020, USCF violated Section 4o(1)(B) of the CEA and CFTC
Regulation 4.41(a)(2), which make it unlawful for any commodity pool operator
("CPO") to engage in "any transaction, practice, or course of business which
operates as a fraud or deceit upon any client or participant or prospective
client or participant" and prohibit a CPO from advertising in a manner which
"operates as a fraud or deceit upon any client or participant or prospective
client or participant," respectively. USCF consented to entry of the CFTC Order
without admitting or denying the findings contained therein, except as to
jurisdiction.
Pursuant to the SEC Order and the CFTC Order, in addition to the command to
cease and desist from committing or causing any violations of Section 17(a)(3)
of the 1933 Act, Section 4o(1)(B) of the CEA, and CFTC Regulation 4.14(a)(2),
civil monetary penalties totaling two million five hundred thousand dollars
($2,500,000) in the aggregate must be paid to the SEC and CFTC, of which one
million two hundred fifty thousand dollars ($1,250,000) will be paid by USCF to
each of the SEC and the CFTC, respectively, pursuant to the offsets permitted
under the orders.
The SEC Order can be accessed at www.sec.gov and the CFTC Order can be accessed
at www.cftc.gov.
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