The Foundation for Job Creation — JobCreation.us
Market integrity

Exposing the scams in the stock market

Most small-company "financings" are legal. Some of them work like a machine that turns ordinary shareholders' money into someone else's profit. Here is how to see it coming, straight from the public filings.

The machine, in four moves

  1. Good news, loudly. A press release about a trial, a patent or a partnership, often pushed by paid promotion on social media. The price and the volume jump.
  2. A financing into the spike. The same day or the next, the company sells new shares plus warrants to a small group of funds, usually at a discount. Retail buyers who chased the news are left holding the bag.
  3. Warrants and resets. The warrants let those funds buy even more shares later, sometimes at a price that resets lower if the stock falls. Every exercise dilutes everyone else.
  4. The reverse split. When the price gets too low to stay listed, the shares are consolidated, say 1-for-25, and the cycle starts again. Over a few years the share count can grow a hundredfold while long-time holders own a sliver.

None of this is hidden. It is all in the filings. It is just written so that almost nobody reads it.

Where to look in the filings

Every U.S. public company files with the SEC, and the filings are free on EDGAR:

  • Form 8-K: news the company must report within four business days, including new financings and warrant deals.
  • S-1, S-3 and 424B: registration statements and prospectuses. This is where the offering price, the warrants and the discount are spelled out.
  • DEF 14A (proxy statement): what shareholders are asked to vote on, including approval to issue more shares and reverse splits. Read how broker votes will be counted.
  • 10-Q and 10-K: the quarterly and annual reports. Compare the share count from one to the next.

Red flags

  • A financing announced within a day of a big news spike.
  • Warrants with "reset", "alternative cashless exercise" or "zero exercise price" terms.
  • Repeated reverse splits, and new proposals to authorize even more shares.
  • Shareholder meetings adjourned again and again until a dilutive proposal passes.
  • Paid promotion that is not clearly disclosed.

Tools the founder built

WarrantWire.comEvery stock-warrant financing, as it is filed with the SEC. 8K10Q.comCompany filings read in plain English. Back shortly. Newsweed.comNews, including market and finance commentary under Mark's byline.

A case in point

In September 2026, Mark filed Nejmeh v. Theriva Biologics in federal court in Nevada, a stockholder lawsuit about how a shareholder vote on 16,184,560 warrant shares was sought and counted. The filings, graphics and docket are at nejmehvstheriva.com. It is Mark's own case, brought personally as a stockholder, not by the Foundation. The claims are allegations, and no court has ruled on the merits.

If you think you have found a scam

This is education, not investment advice. The Foundation is not an investment adviser, a broker or a financial planner, and nothing here is a recommendation to buy or sell any security. The patterns above describe how some financings can work. They are not a claim that any particular company is acting unlawfully.
Companies & jobs research Fund this work