Page 25 of 40 the purchase or sale of any security” unless that person is registered as a broker or dealer under the rules and regulation of FINRA. 95. Defendant Latinum is not a registered broker or dealer with the SEC or FINRA and is not a registered investment adviser with the SEC or any state. 96. Defendant KJ is not an associated person with a registered broker or dealer or investment advisor. 97. Section 29(b) of the Exchange Act, 15 U.S.C. §78cc(b), provides that every contract made in violation of any provision of the broker-dealer registration requirements “shall be void” as to rights of persons who made or engaged in the performance of such contract. 98. By the filing of this Complaint, Plaintiffs exercise their right of rescission under Section 29(b) of the Exchange Act, 15 U.S.C. §78cc(b). 99. As a direct and proximate result of Defendants’ charging of and receipt of transaction-based compensation with being registered with the SEC or FINRA, Plaintiffs have suffered damages in connection with their purchases of securities from Defendants and are entitled to rescission of the contract. COUNT 6 Fraudulent Concealment (Against All Defendants) 100. Plaintiffs incorporate by reference all foregoing factual allegations as if fully set forth herein. Case 2:22-cv-10208-RHC-JJCG ECF No. 1, PageID.25 Filed 02/01/22 Page 25 of 40
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