Formula Growth Limited

Allegations: THE SEC ALLEGED THAT FORMULA GROWTH LIMITED, ACTING ON BEHALF OF ITS CLIENTS, VIOLATED RULE 105 BY PARTICIPATING IN A REGISTERED PUBLIC FIXED-PRICE OFFERING AND SOLD THE SECURITIES THAT WERE THE SUBJECT OF THE OFFERING SHORT IN THE FIVE BUSINESS DAY PERIOD PRECEDING THE OFFERING. THE "BONA FIDE PURCHASE" EXEMPTION OF RULE 105 DID NOT APPLY AS THE SHORT POSITION WAS COVERED ON THE SAME DAY OF THE PRICING OF THE OFFERING, RATHER THAN AT LEAST A BUSINESS DAY PRIOR TO THE PRICING OF THE OFFERING. RULE 105 IS A STRICT LIABILITY RULE AND APPLIES REGARDLESS OF INTENT. Status: Final Sanction Detail: A TOTAL OF $111,743.15 CONSISTING OF DISGORGEMENT OF $42,488.00, PRE JUDGEMENT INTEREST OF $4,255.15 AND CIVIL MONTARY PENALTY OF $65,000 (AS REPORTED ABOVE). THE AMOUNTS WERE PAID ON SEPTEMBER 22, 2014. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, FORMULA GROWTH LIMITED CONSENTED TO THE ENTRY OF A CEASE AND DESIST ORDER RELATING TO THE FUTURE VIOLATION OF RULE 105 OF REGULATION M AND AGREED TO PAY THE CIVIL PENALTY, DISGORGEMENT AND PRE-JUDGMENT INTEREST AS DESCRIBED ABOVE. IN DETERMINING TO ACCEPT FORMULA GROWTH LIMITED'S SETTLEMENT OFFER, THE SEC CONSIDERED FORMULA GROWTH LIMITED'S REMEDIAL COSTS THAT WERE PROMPTLY UNDERTAKEN AND COOPERATION AFFORDED. THE ORDER WAS FILED AS A SETTLED REGULATORY PROCEEDING.