SEC Sues RB Capital Partners Over Alleged Stock Promotion and Dumping Scheme

​The US Securities and Exchange Commission (SEC) has filed a civil lawsuit against RB Capital Partners, Inc., along with Brett Rosen, Deborah Braun, and David M. Massey, alleging a multi-year scheme to fraudulently promote and sell shares of Solar Integrated Roofing Corporation.

According to the SEC’s complaint, filed on January 21, 2026, in the US District Court for the Southern District of California, the alleged misconduct took place between at least January 2021 and June 2024. The regulator claims Rosen and RB Capital used social media to promote Solar stock as a long-term investment while secretly selling large volumes of their own shares at substantial profits.

The SEC alleges that RB Capital obtained Solar shares primarily through convertible promissory notes. While the notes initially specified conversion prices of $3 and later $4.50 per share, the company was allegedly allowed to convert the notes at far lower prices, ranging from $0.14 per share down to $0.00005 per share. At the same time, the defendants are accused of creating the misleading impression that they were acquiring shares at much higher prices.

Despite publicly promoting Solar stock, the SEC claims the defendants converted their shares at deeply discounted rates and sold them into the open market without disclosing their sales to investors. The complaint alleges that the defendants acquired more than 1.6 billion shares at discounted prices and sold over 1.4 billion shares at prices ranging from $0.0001 to $2.60 per share, generating millions of dollars in illicit profits.

The SEC further alleges that Deborah Braun, a co-owner of RB Capital, acted as a control person and provided substantial assistance in carrying out the scheme.

Separately, the complaint accuses David M. Massey, Solar’s chief executive officer, of issuing a false press release in February 2023 claiming that the company had secured a $10 million line of credit from a large national bank. The SEC says no such credit facility existed. Following the announcement, Solar’s share price reportedly rose by 40%, while trading volume increased by roughly 500% the next day.

The regulator alleges that RB Capital and Rosen violated antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Braun is accused of control person liability and of aiding and abetting securities law violations, while Massey is charged with separate antifraud violations related to the press release.

The SEC is seeking permanent injunctions, disgorgement of alleged ill-gotten gains with interest, civil monetary penalties, penny stock bans for the defendants, and a prohibition preventing Massey from serving as an officer or director of a public company.