Trump Media & Technology Group Corp 8-K, filed Apr 24, 2024
Trump Media & Technology Group Corp. (DJT)
8-K
2024-04-24
For: 2024-04-23
View Original
Added on
April 07, 2026
About this 8-K
Trump Media & Technology Group Corp filed this 8-K on April 24, 2024, reporting on events of April 23, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (941 ) 735-7346
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Other Events.
On April 23, 2024, Trump Media & Technology Group Corp. (the “Company”) sent a letter addressed to each of the Chairmen of the U.S. House of
Representatives’ Committee on the Judiciary, Committee on Financial Services, Committee on Ways and Means and Committee on Oversight and Reform regarding potential manipulation of the stock of the Company (the “Congressional Letter”). The foregoing
description of the Congressional Letter is subject to and qualified in its entirety by reference to the full text of the Congressional Letter, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
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Exhibit
No.
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Description of Exhibits
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Congressional Letter, dated April 23, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Trump Media & Technology Group Corp.
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Dated: April 24, 2024
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By:
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/s/ Scott Glabe
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Name:
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Scott Glabe
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Title:
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General Counsel
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Exhibit 99.1
401 N Cattlemen Rd., Suite 200, Sarasota, FL
April 23, 2024
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The Honorable Jim Jordan
Chairman
Committee on the Judiciary
U.S. House of Representatives
2138 Rayburn House Office Building
Washington, D.C. 20515
The Honorable Jason Smith
Chairman
Committee on Ways and Means
U.S. House of Representatives
1139 Longworth House Office Building
Washington, D.C. 20515
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The Honorable Patrick McHenry
Chairman
Committee on Financial Services
U.S. House of Representatives
2129 Rayburn House Office Building
Washington, D.C. 20515
The Honorable James Comer
Chairman
Committee on Oversight and Reform
U.S. House of Representatives
2157 Rayburn House Office Building
Washington, D.C. 20515
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Dear Chairmen Jordan, McHenry, Smith, and Comer:
I write to inform you of an urgent matter concerning the potential manipulation of the stock of Trump Media & Technology Group Corp. (“TMTG”), which
trades on the Nasdaq Stock Exchange under the ticker “DJT.”
Since April 2, 2024, DJT has appeared every day on Nasdaq’s “Reg SHO threshold list,” which is indicative of unlawful trading activity. This is particularly
troubling given that “naked” short selling often entails sophisticated market participants profiting at the expense of retail investors. Reports indicate that, as of April 3, 2024, DJT was the single most expensive stock to short in U.S. markets by
a significant margin, meaning that brokers have a significant financial incentive to lend non-existent shares.
Furthermore, data made available to us indicate that just four market participants have been responsible for over 60% of the extraordinary volume of DJT
shares traded: Citadel Securities, VIRTU Americas, G1 Execution Services, and Jane Street Capital.
Overall, we assess there are strong indications of unlawful manipulation of DJT stock. As such, I respectfully request that you open an investigation of
anomalous trading of DJT to determine its extent and purpose, and whether any laws including RICO statutes and tax evasion laws were violated, so that the perpetrators of any illegal activity can be held to account.
A thorough and expeditious investigation should include requests for the following records:
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Consolidated Audit Trail (CAT) trading data including trading records, quotes, market maker records, and add/drop records, and CAT tables revealing masked fields such
as broker aliases;
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Financial Industry Regulatory Authority (FINRA) data including brokers’ short interest data and Trade Reporting Facility (TRF) data with brokers’ market participant
identifiers (MPIDs);
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Depository Trust and Clearing Corporation (DTCC) information including daily position reports, CNS accounting summaries, participant daily activity statements,
universal trade capture data, consolidated trade summaries (M209 records), and correspondent clearing records;
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Reports from DTCC member firms reflecting total shares short since February 14, 2024 (including trading under the ticker ‘DWAC’ prior to March 26, 2024), CAT data for
loan/borrow reports, and daily locate and pre-borrow logs.
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Such an inquiry is needed to protect shareholders, including TMTG’s retail investors. It may also shed light on the need for policy changes such as closing the
Reg SHO loophole for market makers, requiring brokers to better document their efforts to locate and borrow stock, and stiffening penalties for illegal naked short sellers.
For your reference, I am attaching an April 18, 2024 letter I sent regarding this matter to Adena Friedman, Chair and CEO of Nasdaq, Inc. The other attached
letter, signed by 74 Members of Congress, and relating to a separate incident of possible market manipulation (potentially including naked short selling), suggests that TMTG’s experience is not unique.
I am ready and willing to assist your efforts in any way possible.
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Sincerely,
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Devin Nunes
CEO, Trump Media & Technology Group
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Enclosures
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Cc:
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The Honorable Vern Buchanan
The Honorable Greg Steube
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Sarasota, FL 34232
April 18, 2024
Adena T. Friedman
Chair and Chief Executive Officer
Nasdaq, Inc.
Via Electronic Mail
Dear Ms. Friedman,
I write to bring your attention to potential market manipulation of the stock of Trump Media &Technology Group Corp. (“TMTG”), which
operates the Truth Social platform and has traded onthe Nasdaq Stock Market under the ticker “DJT” since March 26, 2024.
As you know, “naked” short selling—selling shares of a stock without first borrowing the shares of stock deemed difficult to locate—is
generally illegal pursuant to Securities and Exchange Commission (“SEC”) Regulation SHO. As of April 17, 2024, DJT appears on Nasdaq’s “Reg SHO threshold list,”1 which is indicative of unlawful trading activity. This is particularly troubling
given that “naked” short selling often entails sophisticated market participants profiting at the expense of retail investors.
Reports indicate that, as of April 3, 2024, DJT was “by far” “the most expensive U.S. stock to short,” meaning that brokers have a
significant financial incentive to lend non-existent shares.2 Data made available to us indicate that just four market participants have been responsible for over
60% of the extraordinary volume of DJT shares traded: Citadel Securities, VIRTU Americas, G1 Execution Services, and Jane Street Capital.
In light of the foregoing, and Nasdaq’s obligation and commitment to protect the interests of retail investors,3 please advise what steps
you can take to foster transparency and compliance by ensuring market makers are adhering to Reg SHO, requiring brokers to disclose their “Net Short” positions, and preventing the lending of shares that do not exist.
TMTG looks forward to assisting your efforts.
Sincerely,
Devin Nunes
Chief Executive Officer
1 https://www.nasdaqtrader.com/trader.aspx?id=regshothreshold
2 https://www.cnbc.com/2024/04/03/trump-media-is-the-most-expensive-us-stock-to-short-by-far.html
3 https://www.nasdaqtrader.com/content/productsservices/Trading/EquitiesRetailOfferingOverview.pdf
December 22, 2023
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The Honorable Gary Gensler
Chair
Committee on the Judiciary
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
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Mr. Robert W. Cook
President & Chief Executive Officer
Financial Industry Regulatory Authority
1735 K Street NW
Washington, D.C. 20006
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Dear Chairman Gensler and Mr. Cook:
We write to request that the Financial Industry Regulatory Authority (FINRA) and the Securities and Exchange Commission (SEC) review events surrounding Meta
Materials Series A preferred shares (MMTLP).
As you know, MMTLP was created during a merger between Meta Materials (MMAT) and Torchlight Energy Resources (TRCH) to provide preferred stock dividends to
TRCH shareholders.1 MMTLP shares began trading on the OTC market in 2021. In the summer of 2022, the SEC received and subsequently approved a Form S-1 and amendments
to spin-off a portion of the company, Meta Materials, into a new company, Next Bridge Hydrocarbons (NBH).2 On December 9, 2022, FINRA issued a U3 halt on trading in
the company’s stock, preventing shareholders from making further trades.3 Since the halt, constituent investors have contacted Members of Congress regarding the
spin-off transaction and the subsequent halt on trading. Specifically, we have received more than 40,000 letters from concerned investors.4
Many of our constituents have concerns regarding the circumstances surrounding the U3 halt and level of short selling in MMTLP. As you know, the securities
industry is regulated by a disclosure-based regime, and transparency is paramount to FINRA’s and the SEC’s goals of protecting investors and ensuring market integrity. We believe it is appropriate that FINRA and the SEC review these market events
and determine what, if any, wrongdoing may have occurred in order to dispel misinformation and properly safeguard investors.
1 Securities and Exchange Commission, EDGAR, “Torchlight Announces Payment
of a Special Series A Preferred Stock Dividend, a 1:2 Reverse Stock Split and Planned Closing of the Arrangement Agreement with Meta Material, Inc.” https://www.sec.gov/Archives/edgar/data/1431959/000119312521203407/d189140dex991.htm (last
visited Dec. 8, 2023).
2 Press Release, Meta Materials, “Meta Materials Inc. Board of Directors Approves Planned Completion of the Spinoff of Next Bridge Hydrocarbons Inc.,”
https://metamaterial.com/meta-materials-inc-board-of-directors-approvesplanned-completion-of-the-spin-off-of-next-bridge-hydrocarbons-inc/ (last visited Dec. 8, 2023).
3 Daily Notice, FINRA, “Attn: Trading and Market Making/Legal and Compliance/Operations/Systems UNIFORM PRACTICE ADVISORY (UPC # 35-22) 12/09/2022,”
https://www.finra.org/sites/default/files/2022-12/UPC-35-2022-MMTLP%28Halt%29_2.pdf, (last visited Dec. 8, 2023).
4 CONGRESSIONAL RESEARCH SERVICE, Meme Stock MMTLP and FINRA Trading Halt, (Aug. 21, 2023) https://www.crs.gov/Reports/IN12228.
5 Brandon Kochkodin, MMTLP: The Wild Saga of the Meme Stock That’s Left Thousands of Shareholders with Noting, Forbes Middle East,
(Apr. 27, 2023) https://www.forbesmiddleeast.com/money/markets/mmtlp-the-wildsaga-of-the-meme-stock-thats-left-thousands-of-shareholders-with-nothing.
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Have all MMTLP shareholders received their NBH shares?
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In your view, did MMTLP investors knowingly enter into a risk-taking transaction with full understanding of material information and without misleading guidance from social media or elsewhere? For example, the SEC has charged
social media influencers with manipulation schemes in the past.6
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In your view, are there better ways to provide transparency and clarity regarding risk disclosures that could enhance market integrity and reduce market disruptions? For example, retail investors and experts (e.g., OTC Markets
Group's vice president) were reportedly confused about MMTLP's final trading date.7 As such, investors may not have been able to optimize their investment decisions.
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Do you have evidence to suggest the existence of fraud and manipulation related to MMTLP transactions, such as illegal forms of naked shorts and counterfeit shares, that could distort the market?
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Have you seen any indications of insider trading and/or pump and dump related to MMTLP transactions?
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Are your organizations willing to work with NBH to determine a resolution for existing shareholders? For example, some investors have expressed concern that, even though their brokerage account statements include shares of NBH
in their account, these shares may not have actually been delivered to their broker-dealers.
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16.
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Identify any regulatory or legislative gaps that should be addressed to ensure the SEC, FINRA, and other regulated entities may better protect investors and strengthen market integrity.
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We look forward to your response. Thank you for your attention to this important matter.
Sincerely,
6 Press Release, Securities and Exchange Commission, “SEC Charges Eight Social Media Influencers in $100 Million Stock Manipulation Scheme Promoted on Discord and Twitter,”
(last visited December 8, 2023).
7 Supra, note 5.
