A consent judgment has been entered in the matter of Brandon Wong, a New York resident charged by the US Securities and Exchange Commission with insider trading for unlawfully purchasing securities of Pandion Therapeutics, Inc., a biopharmaceutical company, ahead of its planned acquisition by Merck & Co. The judgment permanently enjoins Brandon Wong from committing securities violations involving the purchase or sale of any security or a tender offer of any security. The court will determine at a later date whether disgorgement and/or civil penalties are appropriate as well as any potential amounts to be paid.
According to the complaint filed by the SEC in July 2022, Seth Markin, Brandon Wong’s close friend and co-defendant, obtained material nonpublic information (“MNPI”) related to the Pandion acquisition while visiting the apartment of his romantic partner, who worked as an associate for a major law firm that represented Merck. While in the apartment, Markin secretly viewed certain confidential documents related to the tender offer, which he misappropriated by making multiple purchases of Pandion stock before the acquisition was announced. Markin also allegedly shared the MNPI with others, including Brandon Wong, who made multiple purchases of Pandion stock and shared the MNPI with his brother Brian. Brian Wong allegedly purchased Pandion securities and encouraged two others to purchase Pandion stock. When the acquisition was announced on February 25, 2021, Pandion’s stock increased by more than 133 percent, resulting in Markin and Brandon Wong generating illicit profits of more than $82,000 and $1.3 million, respectively. Brian Wong allegedly realized unlawful gains of more than $400,000, while the two individuals whom Brian reportedly tipped earned approximately $2,000 in profits. In July 2022, the US Attorney’s Office for the Southern District of New York filed parallel criminal charges against Seth Markin, Brandon Wong, and Brian Wong for their roles in the insider trading scheme.
In November 2022, Brian Wong settled with the SEC and consented to the entry of judgment against him. He was permanently enjoined from committing further securities violations and agreed to pay disgorgement, prejudgment interest, and a civil monetary penalty to be determined at a later date. In April 2023, Brian Wong also pleaded guilty to a criminal charge of accessory after the fact to conspiracy to commit securities fraud and tender offer fraud and, in May 2023, avoided jail time and was sentenced to 3 years and 6 months’ probation. As part of his sentence, Brian Wong must also forfeit approximately $400,000 and pay a fine of approximately $5,000.
The criminal proceedings against Brandon Wong and Seth Markin remain pending, as is the civil case against Markin.