Texas Securities Commissioner Travis J. Iles has entered an emergency cease and desist order against Wireless Management, LLC, and its principal, William S. Rogers. It accuses the parties of promoting investments tied to a technology leveraging a decentralized network of global hotspots that permits cryptocurrency mining while providing wireless access for others.
Although Wireless Management and Rogers are located in Florida, they are accused of publishing online advertisements that encourage Texans to purchase their investments. The advertisements allegedly tout a turnkey package in hardware that “mines crypto currency [sic] and makes… great income every month.” The advertisements also claim the turnkey package generates passive monthly income for five years.
According to the order, the turnkey package is based on Helium. Helium refers to a blockchain network and a token that trades under the symbol HNT. Users earn HNT by installing and maintaining hotspots—devices that are a combination of a miner and a gateway that helps provide wireless coverage for connected devices over a certain radius. As these hotspots solve proof-of-coverage tests, owners are rewarded with HNT.
HNT has a current circulating supply of more than 108 million HNT and a current market capitalization of approximately $3.2 billion. According to the order, the price of HNT is volatile—HNT was priced at around $1.30 per token on January 1, 2021, peaked at around $52.99 on November 15, 2021, and is priced at around $29.00 as of January 19, 2022.
The order does not accuse Helium Systems, Inc., the developer of HNT, or any employee of the company of dealing in securities in Texas or violating state securities laws. The order only names Wireless Management and Rogers and accuses them of illegally and fraudulently issuing investments independent of Helium Systems, Inc.
Wireless Management and Rogers are allegedly telling potential investors they have secured hotspots and “top tier locations” for mining HNT. In return for an initial capital investment, Wireless Management and Rogers are allegedly telling investors they will receive passive income in the form of HNT mined by a hotspot placed at one of these locations. The HNT earned through mining will reportedly be evenly split—investors receive half of the rewards and Wireless Management receives half of the rewards.
According to the order, when the Enforcement Division began investigating Wireless Management and Rogers, the Enforcement Division afforded Wireless Management and Rogers the opportunity to become compliant with the law. Although they promised to become compliant, Wireless Management and Rogers nevertheless continued to illegally and fraudulently offer securities in Texas. Commissioner Iles entered the order after determining their conduct now threatens immediate and irreparable public harm.
Wireless Management and Rogers are not registered to sell securities in Texas, Wireless Management has not registered the turnkey investment with the Securities Board, and the agency has not permitted the investments for sale in Texas.
In addition to violating state registration laws, the order accuses Wireless Management and Rogers of concealing material risks associated with the turnkey investment and deceiving investors about their technical knowledge.