A Florida man pleaded guilty today in the Southern District of Florida to charges of defrauding and conspiring to defraud investors in two public companies.
According to court documents, Theodore Farnsworth, 62, of Miami, engaged in schemes to defraud investors in Helios & Matheson Analytics Inc. (HMNY), a publicly traded Florida- and New York-based company that was the parent of MoviePass Inc. (MoviePass), and Vinco Ventures Inc. (Vinco), a publicly traded New York-based company. From August 2017 through March 2019, Farnsworth and his co-conspirators made materially false and misleading representations relating to HMNY’s and MoviePass’ business and operations to artificially inflate the price of HMNY stock and to attract new investors. At the time, Farnsworth was HMNY’s chairman and CEO. From November 2020 through September 2024, Farnsworth and his co-conspirators used the same strategy to defraud Vinco investors. Farnsworth also briefly served as Vinco’s CEO.
“Theodore Farnsworth – formerly the CEO of two publicly traded companies – repeatedly lied to the public to artificially inflate these companies’ stock prices, defraud investors, and enrich himself and his co-conspirators,” said Principal Deputy Assistant Attorney General Brent S. Wible, head of the Justice Department’s Criminal Division. “He concealed that MoviePass’ subscription model was a money-losing gimmick and falsely claimed that HMNY used artificial intelligence to monetize MoviePass’ subscriber data, among other misrepresentations. The Criminal Division is committed to protecting investors from criminals who engage in fraudulent schemes, including those that employ AI washing.”
“Theodore Farnsworth’s plans and promises for MoviePass seemed too good to be true – they were in fact part of a securities fraud scheme,” said Assistant Director in Charge James E. Dennehy of the FBI New York Field Office. “As he admitted today, Farnsworth’s ploys and boasts were actually lies and misrepresentations designed to boost stock prices. The FBI will continue to ensure anyone attempting to commit fraudulent schemes at the expense of investors is held accountable in the criminal justice system.”
MoviePass was a privately held company that offered subscribers a certain number of movie tickets per month at a flat monthly fee. HMNY acquired a majority ownership interest in MoviePass, after which MoviePass introduced a new “unlimited” plan that purported to allow new subscribers to see unlimited movies in theaters with no blackout dates for a flat monthly fee of $9.95 (the “unlimited” plan). Farnsworth and his co-conspirators falsely claimed that MoviePass’ “unlimited” plan was tested, sustainable, and would be profitable or break even on subscription fees alone. However, Farnsworth knew that the “unlimited” plan was a temporary marketing gimmick to attract new subscribers and, in turn, to artificially inflate HMNY’s stock price and attract new investors. In reality, MoviePass lost money from the “unlimited” plan.
In addition, Farnsworth falsely claimed that HMNY possessed and used technologies – such as “big data” and “artificial intelligence” capabilities – to generate revenue by analyzing and monetizing the data MoviePass collected from subscribers. But Farnsworth knew HMNY did not possess these capabilities to monetize MoviePass’ subscriber data and had incorporated any such technologies into the MoviePass application. The charges in this case, originally brought in 2022, represent one of the Criminal Division’s first “AI washing” cases.
Farnsworth also made false and misleading representations about the positive impact that multiple revenue streams (other than subscription fees) were having on MoviePass’ profitability and self-sufficiency. At the time, however, Farnsworth knew MoviePass did not have non-subscription revenue streams that would make MoviePass self-sufficient or otherwise offset the losses MoviePass experienced as a result of the unprofitable “unlimited” plan.
Additionally, Farnsworth falsely claimed that MoviePass’ cost of goods, as reflected in the number of tickets each subscriber purchased using their subscription, was naturally declining over time consistent with publicly stated expectations. In fact, Farnsworth and his co-conspirators directed MoviePass employees to implement numerous tactics to prevent certain subscribers from using the purportedly “unlimited” service to try to ease MoviePass’ cash shortfalls. These tactics included directing MoviePass employees to “throttle” subscribers who most frequently used the service to buy movie tickets, thereby inhibiting their ability to use the MoviePass service.
In addition to the fraud scheme related to HMNY and MoviePass, Farnsworth conspired with others to unjustly enrich themselves by falsely inflating the price of Vinco stock. Specifically, Farnsworth and his co-conspirators concealed from investors the true facts relating to the business and diverted the proceeds of the conspiracy for their personal use and benefit. Farnsworth and his co-conspirators took steps to conceal the conspiracy from regulators, law enforcement, investors, and the media.
Farnsworth pleaded guilty to one count of securities fraud and one count of conspiracy to commit securities fraud. He faces a maximum penalty of 20 years in prison on the securities fraud count and five years in prison on the conspiracy to commit securities fraud count. A sentencing hearing will be scheduled at a later date. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.
The FBI New York Field Office is investigating the case.
Trial Attorneys Lauren Archer, Kate McCarthy, and Matthew Reilly of the Criminal Division’s Fraud Section are prosecuting the case. Trial Attorney Christopher Fenton of the Criminal Division’s Fraud Section provided substantial assistance with the investigation and prosecution.