How Underwriters and Short Sellers Manipulate Share Prices Ahead of Stock Offerings


This report is going to show you the techniques used by short sellers and underwriters to manipulate the price of public companies ahead of a stock offering. You will also learn of an industry trick called “Gun and Run”. As of yet, this is the only report of its kind. It is recommended that you archive this page before it is removed


Over the lifespan of this Trump bull run, there have been few that I can recall which moved with such a vigorous frenzy as HMNY. For awhile, you could say that it grabbed the heart of the nation, and every fool was dying to give away their first born son just to get a piece of the action. The former executive of Netflix was involved!  Moviepass!  Brilliant!  It was going to revolutionize the theater industry just like Netflix did to television! 

As many of us know, hope and fear can be a dangerous mix; something that will drive even the strongest of spirits to do things that they wouldn’t even in their wildest dreams consider themselves capable of.  Doctors, lawyers, respected businessmen, clergymen even, completely forget themselves and  throw away every penny they have just so they don’t miss something for which they have convinced themselves is the next great world innovation. If you try to talk sense into these people, they will turn around, angry and aggressive, and vehemently defend their decision.


Maybe it is hard to blame people for being mesmerized by this chart. The buying was so strong, and for those that don’t know, or are too busy with their daily lives to follow the complexities of the stock market — let alone read the complicated language in SEC filings — this price action would look like magic.


Then a guy like this comes along. Nice suit, good looking, smiles, uses bullet points in his report — he must really know what he is talking about!

Now you can’t be swayed! Even if the price were to go to zero, there would still be a small shadow of hope deep within the cavern of your soul.   You would still believe, part of you would still be grasping, yearning like it was some long lost love that was suddenly taken from you without warning!





So what happened!?  The share price went from a high of $38 to being a penny stock in less then a year!

It all started on November. 6th of 2017 when they received $100 000 000 from the sale of convertible notes. For anybody who doesn’t know what those are, that’s okay, they are very simple to understand.  Most of the time when a lender loans a company money, the only way the borrower can pay them back is with cash or assets, but with a convertible note they have the option of being paid back with shares in the company rather than just with money.

At first, the agreement was that HMNY would not issue shares as payment for the loan at a price lower than $12.00, and with the company trading at around $14.00 at the time of this agreement, to the untrained eye, this didn’t seem so bad. 

But as many of us know very well, the devil is in the details. 

HMNY was projected by many analysts to be a loss making operation, and it didn’t take a rocket scientist to figure this out.  In essence, their business model was to sell 30 movie passes for the price of one, and all the subscriber had to do was pay $9.99 per month and they could go to the movies once per day for the entire year.   

To most unsuspecting victims of this scam, it seemed like a great concept — at first. The theater industry was struggling due to the rise of streaming providers like Netflix, so the idea was that if they could switch to a subscriber based payment system, this would reignite peoples desire to actually leave their house and drive to the theater. 

The problem — and this will probably surprise you — is that Moviepass didn’t buy their tickets from the theaters at a discount in a bulk purchase agreement like you would expect, they just paid the sticker price, so if a ticket cost $10.00, Moviepass still had to pay $10.00.

Basically when you break it all down, the cornerstone of their business model was the assumption that nobody would use their subscriptions.  Genius huh?  Just give people the right to do something, then hope that they are too stupid and lazy to actually do it!  

Here is how that brilliant idea panned out.  

For a company doing so poorly, the CEO’s seemed to be having a blast in this picture.   

Mitch Lowe, the CEO of MoviePass, with Ted Farnsworth, the CEO of Helios and Matheson Analytics. MoviePass/Reuters

There’s something about the look on the guys face on the right though.  Something that just kinda….rubs you the wrong way..You seeing what I’m seeing?

The investors sure weren’t happy.  One lucky fella at least got something out of it though.  He was given the great privilege of loaning out his shares by Charles Schwab, but it wasn’t like Schwab was doing the guy a favor or anything. They just turned around and lent the shares to someone else at a 100% mark up. 

You see, all that money that was rolling out of the pockets of average people wasn’t just disappearing into some black hole, it was rolling into the pockets of people like that creep pictured on the right.  

Oh yeah, remember when I said the devil is in the details? Those notes didn’t actually end up getting sold for $12 as per the initial agreement.  It turned out that any future equity offerings would immediately reprice the shares that were owed to the lender so they equaled the price of the shares issued in all future equity offerings.  If HMNY sold new shares at a price of, let’s say 50 cents, all new shares  used to pay the lenders would also have to be priced at 50 cents.  This of course resulted in  — and please excuse my french — a fuck load of new shares in circulation; a short sellers dream come true.  

No there is nothing wrong with your vision, and yes, they issued billions of new shares


So who did profit from this massive pump and dump?  Someone must have, right?  Well, there was a few in particular, and to your surprise, the real profiteers were not the CEO’s.  Sure they got theirs, don’t get me wrong, but there was others that stood to gain much more from this scam –100’s of millions more.  

You might also be wondering who in the hell bought all those shares?  You saw those financials; in hindsight it would seem like you would have to be either insane, or extremely stupid to do such a thing.  Who would buy into a company that is burning through that much cash on a quarterly basis? 

Short Sellers.   

Over the lifespan of this brazen scam that deprived so many innocent hard working people of their life savings, there occurred several carefully orchestrated mini pump and dumps.  These short sudden upticks were almost certainly fabricated with the primary goal of drawing people in through the allure of quick profits.  The price would go up 100% over a 2-3 week period, then the company would announce an offering, usually priced significantly lower than the current share price at the time.  You can see this happening on December. 13th, 2017 in the chart pictured below

When most people think of a pump and dump, they envision people buying stock before the price increases, then selling to unsuspecting investors after the pump has occurred, but you might be surprised to find out that this can also work the other way around. 

Short sellers and investment bankers can artificially inflate the share price, sell the stock to all the suckers at inflated prices, then once the market capitalization crashes back to where it belongs, they can buy them back for pennies on the dollar.  As you can see in the above chart, the share price spikes more than 50% only to suddenly reverse the very next day after news of an offering was released in the afterhours on December.12th.

Below is a picture of one of these unscrupulous short sellers beneficial ownership reports.  

On December 13th, Empery Asset Management bought 1 425 000 shares

You can see they report owning 1,425 000 shares on December.13th, and if you look at the volume on that chart, the date seems to line up perfectly.  What most people fail to recognize is that this institutional investor was almost certainly short prior to this sudden overnight collapse, and that this “purchase” was actually short covering so they could deliver the shares they borrowed back to the lender.  You can’t prove this because hedge funds are not required to report short positions, but you can get a pretty good idea sometimes — not always, but sometimes, and in this case it was very obvious

Watch this


They filed another 13-G for December.31st, only 2 weeks later, and it shows that they sold virtually all their shares.  Hmm, that’s kind of odd isn’t it?  If they were buying those shares to go long, that would have been one bad trade don’t you think?  Look at the chart again


It doesn’t look like they had much room to work with does it? Well, that is because they weren’t buying the shares as some kind of investment, but rather to cover a short sale.  You can see that on December.12th the price gaped up 30%, but then reversed 13% to close almost exactly where it opened, which was most likely this hedge fund dumping stock on people like Ken, that sorry old retired investor from that Business Insider article who had the audacity to take a well known investment banks analyst report at face value.  Think of it like a reverse pump and dump.  In the industry, it is referred to as “Gun and Run”.

There was also another short seller that exhibited the same “buying” pattern as Empery.



These guys are famous for this.  They, among others, have been at this for a long long time.  

Let’s take another look at one of these little “upticks”.

On April.17th, HMNY was up almost 100% from the lows reached on April.03.  Surely it would take something amazing for this kind of price increase to occur — no?

There’s our man again!  Remember him?!  Just four months ago he said HMNY would be a $10 BILLION dollar business!

Isn’t the timing just perfect.  I’ll help you skip through all the bullshit and just tell you what his conclusion was:  he was bullish, he still thought it could go to $10 billion, and he was actually adding to his position!  He also had a new mission statement: be the “Voice of Retail”.

Let’s take a look at some of the other PR leading up to this surprise crash

Do any of you remember the Moviephone?  No?   Before smartphones went mainstream, most people had to call the theater to find out about movie showtimes, but today — obviously — this service is completely useless. In 2014, they had to discontinue their telephone service and switch to an app, but — again, obviously — you can easily find showtimes with a simple google search.  Moviephone used to be quite popular though, so much so that it was even featured on the old TV sitcom, Seinfeld — but it’s been three decades since that show was popular; before smartphones; before the internet; before facebook; before online streaming; before Tesla; before practically everything that most  people wouldn’t be able to function without today!   Buying that company would be like buying Atari 20 years ago!  What a joke!

Source Image: New York Times. Kramer (Michael Richards) as a Moviefone stand-in on a “Seinfeld” episode that lampooned the service.

That CNN headline was just ecstatic though wasn’t it?!  BLOCKBUSTER DEAL! MOVIEPASS BUYS MOVIEPHONE!!! Way to be subtle there Captain Obvious. Anything for a buck though, right?  

Then there was this guy who’s main caveat was the catch phrase, “sell-offs create value”.  

Oh they created value alright; not for investors though — that is for sure.

The final chapter in this April fortnight pump show was this piece of news, reported on April. 16th, right before the price tanked.   Apparently even the great Verizon was now riding this fad.  Verizon!  Who would’ve thought!  If Verizon believes in it, surely it must go back up!

The problem with this article was that they failed to properly address one very important detail.  The shares Verizon reported owning were part of HMNY’s payment for Movietone, and Verizon was just following SEC beneficial ownership reporting rules by filing that 13-G.  They didn’t actually go out and buy HMNY’s stock in the open market like this article so subtlety seemed to be alluding to.  



If you look at the comments on ihub for that day, many people were having trouble understanding why it was up so much.


This seems to be some kind of paid stock promoter.  Notice how they put word “higher’ in caps, then follow up by saying, “hey, just my “opinion””, wink wink.


At least this guy knew what was up.  He seemed to be the only one though

This guy is either being paid, or is just a sucker.  Probably a mix of both

You can read the full thread here.  

This is how the chart would have looked to your average trader.  Looks very bullish doesn’t it?

Then comes the short seller


On April.19th at 4:55pm, they announced news of an offering and the price tanked.  As you can see by that volume bar, someone made a large purchase; most likely a short seller covering.  They priced the offering after the close at $2.75 per share

It is very likely that this short seller covered with the offering shares.  It’s like an upside down pump and dump; almost guaranteed money if you know what you are doing, or even better, are privy to inside information concerning when the offering will be announced, and considering all the fraud that goes on in the microcap stratosphere, it shouldn’t surprise anybody if this were possible. 

You artificially inflate the price with frivolous or even outright fake PR, pump it up by placing bids to attract speculators, then you artificially change the price by offering the shares in bulk 50% lower than the current price.  How can you lose? 

Do you think I’m making this up?  All speculation, no proof you say?  FINRA  has recently censored people for engaging in this exact same activity.  You can read about it here, and here. Keep on reading  because I’m just getting started.  Just wait until you see what happens at the end of this story

In the book Reminiscences of a Stock Operator,  Jesse Livermore explains in stark detail how he would manipulate stock prices by bidding them up, selling, and providing support at key areas.  He mentions this several times in the book.  This is coming from a person who during his heyday was one of the most well known financial personalities in America.  Funny that the only place you will find somebody admitting to this is in a 100 year old Roman à clef.  Maybe by releasing this book Livermore was in fact trying to be the very “Wall Street Philanthropist” he so often sarcastically referred to.  He mentions several times his discontent with the use of the print media to suck unsuspecting investors into buying  stock that is controlled by a small pool of insiders looking to profit from their information advantage.

By tape he is referring to the price action of a stock.

On April.16th, people on ihub seemed to be confused as to why the share price was up 30%.  Yes, Verizon reported 10% ownership in a 13-G, and even though this news seemed to be misunderstood by hopeful shareholders — who at the time, would’ve probably taken anything at face value because they were so desperate — it occurred on Friday, not Monday, and this beneficial ownership report was filed at 1pm; not after the close or over the weekend.  This, combined with the offering only two days later, should cause you to be suspicious. 


A reverse pump and dump.

It didn’t end here though.  Everybody was getting involved in the action.  Even Citadel, a firm run by the great Kenneth Griffin himself looked to be shorting this thing.  


You can see that he reported “ownership” of 4.5 million shares on May.10th, but you can rest assured that he probably didn’t buy this as a long term investment.   He may look absolutely insane, but he is definitely not stupid.  I don’t know him personally, but what I do know is that no Ivy league educated financial genius who runs one of the largest financial services company’s in the world would be so stupid as to buy into this — not in a million years.  Only two days prior, HMNY had reported an average cash deficit of $21.7 million per month from September to April, while also disclosing only 15 million in available cash on hand, and this was after raising all that money.  If you think Kenneth Griffin is that stupid, you are living in la la land.  The guy literally lives and breaths the stock market, and has been doing so since 1987

Citadel has only filed one  13-G since May, and it showed that they still owned 5540 shares.  This number reflects the 1 for 250 reverse split initiated by HMNY on July.25th, 2018.  and when you multiply 5540 by 250, you get 1,385,000, so you can be almost certain that he used the rest to cover a short position.  Why Citadel is still holding the other 39% of this position is a mystery though.  

You don’t usually see Griffin around these parts though, that’s for sure.  For stocks like these, it’s typically guys like Empery Asset Management, LP and CVI Investments, Inc. (among a few others) that buy these small caps, and not the big firms.  You would never see Goldman Sach’s filing a 13-G for one of these pieces of shit –ever.  

Citadel wasn’t the only big wig in town either.  The great Morgan Stanley even jumped along for the ride.   This is an obvious short.


There was even Rabbi’s involved ffs!

You don’t usually see him around either.  He was one of the two underwriters that brokered most of HMNY’s debt and equity financing 


It’s not rocket science folks..


Also, for some strange reason they valued Moviepass at $210 000 000 in October of 2017

But as they incurred bigger losses, strangely, the valuation didn’t go down, but up.  Go figure

Here is the kicker.  Are you ready for this?  Remember all those shares they issued?  


Quite a bit of shares eh? They raised $188 397 936 all together, and guess what?  That barely covered  the cost of buying Moviepass!  So all that money that they raised by diluting the value of your investment was used to buy a company that had total assets valued at the hefty premium of $300 thousand dollars, less than the price of your average American home!  The domain name was worth 25 grand, and the “property, plant, and equipment” was equivalent to a two bedroom household  somewhere in the country side of Alabama.   

Like I said before, this kind of activity is just business as usual on Wall Street, especially in the penny stock sector.  They pump up the share price ahead of an offering, short it, than cover once the company’s PPS is artificially lowered in the equity offering. Think about it for a second.  How else would they be able to raise money for these failing companies if not for this manipulative activity?  I could show you hundreds of examples of these “reverse pump and dumps”.  They occur almost on an daily basis.    

On December.07 at 8:06am, TNXP spiked 111%.  This sudden parabolic move somehow just kind of….happened.   There was no news whatsoever.  

Eventually though, this news did in fact eventually break.  Do you wanna take wild guess what it was? 

You guessed it!  We are abruptly changing the price!  

From $7.27 to $3.50!



Here is CVI again, our HMNY short seller from December.13th, 2017.



This time they held, but they can offset much of the risk by loaning out their shares. The typical borrow rate for one of these pharmaceutical pump and dumps averages out to about 50% per year. Also, since the volume was 5 times higher than TNXP’s total outstanding shares at the time, there is  a chance that they shorted more shares than they reported in this beneficial ownership report.



This one was just outrageous.  VISL


Do I even need to show you the news?


Are you starting to understand?  Sell first, ask questions later; a reverse pump and dump, or to use the industry term, “Gun and Run”.


Take a look at these comments on yahoo.  For the ones that actually read the filings in the small cap community (for which there is few) it is just a known fact that anytime you see these hedge funds file a 13-G, it is pretty much a guaranteed short opportunity. 

One of these spectators took note of the fact that they miraculously paid off their debt.  Shouldn’t we just be happy for them?   Ask yourself this question:  if they are a loss making business, and have been so for some time now, where do you think all that money comes from?  The answer is you, us  — everybody but Wall Street pays off their debt.  

Here a detailed breakdown of the company financials. Also, when I had help for this website we used to do a daily market movers article, and we took note of the price fluctuations for this day.  Feel free to check it out by clicking that link.

XBIO is another great example of this Gun and Run tactic.  This one would’ve made Jesse Livermore proud.


Quite the payoff for anybody who was short.  The share price is sitting at $1.00 now



Altium Capital Management is run by a hedge fund manager named Jacob Gottlieb, a man with decades of experience on Wall Street. Apparently his fund returns 7.37% per year for investors, so it’s probably pretty safe to say that he is in the same league as people like Kenneth Griffin.  Considering this, wouldn’t you find it strange if his fund was still holding this “investment”?  Or even better, wouldn’t his investors?  Just imagine  if you were invested in this fund and you found out that your fund manager was using your money to buy companies that crash 80% in less than a month.  You’d probably be asking for it back I bet.   Also, if you browse through their filings, it looks like it has a lot further to go before it bottoms (if it ever bottoms) 

The key word there is substantial.  That is one thing the SEC is still good at; forcing people to report their activities regardless of how bad things may look for the company.  They may not get enough people in trouble, but they still seem to be getting that part right — at least.

You really think he just bought all that stock without shorting prior to the offering?  Gimme a break.  If you really think that then I don’t know what else to say to you at this point.  If you actually believe he just bought all those shares without hedging his bet, I’m going to take a wild guess about something:  you probably haven’t been following financial news lately. If you showed this to the average Wall Street veteran, or even most financial journalists these days, they wouldn’t be surprised at all.  One Barclays employee pretty much sums up the state of our financial markets in one short sentence.

Read this if you would like to get caught up on your market scandal history, but I must warn you first:  it is very long.  Nobody that is sane can thoroughly read through that link and not think something is very wrong here.

Are you still skeptical?  Okay, I’ll do one more, but after that it’s up to you.  You should know what to look for at this point.



The chart pattern almost looks comical doesn’t it?  It might look so outrageous that you begin to  experience what is known as cognitive dissonance, an unfortunate symptom experienced by most victims of these daily Wall Street penny stock scams, so make sure you lean in close and carefully look at the prices on that chart.  Do you see the range?  It went as high as $17 only to suddenly crash down to $3.56, and this happened out of nowhere while hundreds of people were trading this stock.  If you were one of the unfortunate victims of this abrupt “change” to the share price, it would have seemed like one minute everything was fine, then the next you are suddenly down 70%.  If that doesn’t strike you as a form of theft, then I don’t know what does. 

**Just wait until I show you what happens at the end of this article.  I’m certain that once you finish this last section you will be convinced, but let’s get back to the story.**

Do you think you can guess why this happened?   If you’ve made it this far, I’m sure it should be easy to figure out by now. Right around lunch time they announced the offering.

The news halted the stock several times, and for much longer than is typical for your daily run o’ the mill
Wall Street pump and dump

So what was this amazing news that caused the share price to go up 100% in a matter of a few hours, released at 6:16am ET, bright and early in the morning?  Check out the image below.  



Maybe evidence of this upcoming event was buried deep within their filings, and whether it is even true is open to debate, but the point is more that they used this miraculously timed PR to justify the obvious market manipulation that occurred in the premarket.  Considering the dismal state of the company at the time, this PR didn’t justify that price reaction at all.  They had very little in terms of business operations due to the the loss of their primary government contract and they also faced being delisted by the NASDAQ.   On top of this, they were forced to sell all the assets connected to the execution of this contract for half of the carrying value.  They had also just reduced their outstanding share capital by a factor 50.  For most people that would be a nightmare, but you have to remember that we are dealing with Wall Street here, where anything listed on the NASDAQ can be turned into a profit generating scheme, regardless of how terrible the business model may be. 

As you can see, they were ordered to cease all activities related to their “BARDA” contract in light of difficulty of enrolling patients for their RELIEF trials.

What is very telling is the fact that there was so little work in their financial department that the CEO had to take over the position because their Vice President of Finance stepped down.  This was someone who had only been with the company for 1 month, and what’s worse is that he was hired to fill the position of the last guy that stepped down.  This is why that news seemed so strange at the time.  










Okay, what I am now about to show you is something that is extremely hard to find, something that I recently stumbled upon by pure chance.  I couldn’t believe my eyes when I saw this, and quite frankly, you might not either.  It is 100% irrefutable proof of insider trading.  If you were skeptical up to this point, I can guarantee to you that after seeing this, you will surely switch course 


Here it comes. Are you ready?






So the information is just readily available to anybody who cares to look?  Hmm, is there some other newswire that we are all missing?  Does Bloomberg Terminal now offer material non-public inside information to their subscribers in some special limited time deluxe package deal?   

The press release was made public at 12:15pm, and for some reason this person knew about it before everybody else at 11:44am, exactly thirty-one minutes before the price tanked.  According to one of the people in this conversation, there is apparently nothing wrong with this at all.  Everything A-OK, nothing to see here folks. 

You have to wonder now, if some idiot on stocktwits is capable of knowing about an upcoming stock  offering 30 minutes before the news is released to the public, is it really a stretch of the imagination to think that these hedge funds are just as capable of accessing this same kind of information? 

If you are still skeptical after seeing this, than I don’t know what to say at this point, but if you are finally convinced, all I can do now is remind you of the broader implications that arise from manipulating markets in such a way that it results in failing companies funding themselves by stealing from average hard working people.   The bankers might argue that they are providing these companies with “liquidity”, but if you are a purist when it comes to interpreting the theory of capitalism, you have to ask this question: isn’t the invisible hand capable of doing this by itself?  Perhaps the bankers have lost faith in Adam Smith following the financial crisis, deciding to instead create their own invisible hand, one that is self serving and selective rather than impartial and omnipresent — a bankers capitalism, made in their own image, and not for the benefit of the collective, but for themselves. 

Are they, as they will constantly reiterate, still just raising liquidity at this point, or is something much more pernicious taking place, something that is the definition of absolute evil:  a mirror image facsimile posing as something altruistic, who’s only purpose is to feed off its host, completely apathetic to the destruction it inflicts on the very thing that gives it life.  


What if I were to tell you that stuff like this was happening with IPO’s all the time.  Would you believe me?  Probably not, right? That’s just not possible you may think.  Too much money on the line.  Certainly the authorities would have intervened by now and put a stop this – no?   The impact on the economy would be disastrous; there is no way stuff like this could be possible on such grand scale. 



Source image:
Source image:


 IPO’s were hot during the dot-com bubble.   To put that into perspective,  the average first-day return from initial public offerings increased from 7% in the 1980s to 15% during 1990-1998, but during the period of 1999-2000, the first day return increased to 65%.


From Underwriter Manipulation in Initial Public Offerings.  By Rajesh K. Aggarwal, Amiyatosh K. Purnanandam, and Guojun Wu

How this was happening was due to a scheme known as laddering.   Since most hot IPO’s are highly sought after, investment banks decided to make deals with their top customers (hedge funds) where in order for them to get their hands on one of these IPO’s, they would be obligated to buy extra shares when it opened for trading on a public exchange.  They would do this with several customers creating a price ladder where each customer agreed to buy at a specified price as it moved up the chain.  Let’s say the investment bank does some research and ascertains that based upon the current market conditions, the safest price to open the stock would be $50 per share.  With laddering, they could technically open the price at whatever  they decided by forcing their customers to buy at predetermined levels.   If everything were to go as planned, traders and investors might see this and think that because the price was going higher, people must be buying, and that if people were buying, it must be a good investment.   In essence, it was just a way for investment banks to trick investors into overpaying for a security.  


CHWY is a perfect current example of an over priced IPO.  About two months ago it was trading at 18x gross profit, which is basically the money they make before paying for operational costs like SG&A, interest, taxes, depreciation and amortization, and they operate at a loss.  They sell pet food.  How innovative





This one is probably the worst performing IPO of the year.  It was so bad that a class action lawsuit has been filed.  Quite the intraday variance on that first day wouldn’t ya say? If you would like to check out more, there is a list of this years IPO’s on this website

They’ll probably take me away to a dungeon somewhere in the Jersey Islands surrounded by a moat run by some Jeffrey Epstein like figure for writing this.   They already turn our webcams on every time we open youtube to watch our favourite videos, listen to all our conversations (and archive them in data centers “just in case”), shadowban anybody who expresses a divisive opinion, and now block and monitor private messages to protect everybody from sinister and potentially life threatening spam mail, so I wouldn’t put it past them.  Unfortunately because of this dystopian nightmare that is now a reality, very few  people will  get the chance to read this report. 

It’s not funny …It sounds funny when you say it, but really it’s not — like at all — especially considering the story I just told you.  Cheers everyone.  See you on the other side

From Reminiscences of a Stock Operator








Leave a Reply

%d bloggers like this: