UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99882 / April 2, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21898

In the Matter of

DAVID P. GRZAN

Respondent.

ORDER INSTITUTING

ADMINISTRATIVE PROCEEDINGS 

PURSUANT TO SECTION 15(b) OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted pursuant to 

Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) against David P. Grzan

(“Grzan” or “Respondent”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings and the findings contained in section III, paragraph 2 below, which are admitted, 

Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 

Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial 

Sanctions (“Order”), as set forth below. 
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

1. Grzan, 63, is the President, Chairman and CEO of PreIPO Corp. (“PreIPO”). 

Between July 1986 and July 2016, Grzan was associated with various registered broker-dealers 

as a registered representative. From approximately November 2022 through June 2023, Grzan 

was associated with a registered broker-dealer based in Connecticut. 

2. On August 14, 2023, the Commission filed a complaint against Grzan and others in 

SEC v. PreIPO Corp. et al., Civil Action No. 9:23-cv-81141, in the U.S. District Court for the

Southern District of Florida. On February 23, 2024, the court entered an order permanently 

enjoining Grzan, by consent, from future violations of Section 17(a) of the Securities Act of 1933 

(“Securities Act”); Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and Sections 

5(a) and 5(c) of the Securities Act.

3. The Commission’s complaint alleged, among other things, that PreIPO, through its 

de facto principal and Grzan, raised at least $4.2 million from investors. PreIPO, Grzan and others 

told investors in the offering that their money would be used to develop an online platform that 

offers access to shares in private companies before their initial public offerings. Contrary to their

statements to investors, the complaint alleged that only a small portion of the offering proceeds 

were used to fund PreIPO’s online platform. Instead, PreIPO made undisclosed payments totaling 

about $1.7 million to PreIPO’s de facto principal, to Grzan and to others out of investor funds. In 

addition, according to the complaint, PreIPO, the undisclosed de facto principal, and Grzan made 

material misrepresentations and omissions to investors regarding PreIPO's management in order to 

conceal the de facto principal’s involvement in and control over the company. Grzan and others 

sought to conceal the de facto principal’s involvement in PreIPO because in 2013 in the Southern 

District of New York, he pled guilty to conspiracy to commit securities fraud, securities fraud, wire 

fraud, and money laundering, and was sentenced to 132 months in federal prison. The de facto 

principal was also permanently enjoined from violating the registration and antifraud provisions of 

the Securities Act and the antifraud provisions of the Exchange Act in a parallel civil action 

brought by the Commission.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent Grzan’s Offer.

Accordingly, it is hereby ORDERED pursuant to Section 15(b)(6) of the Exchange Act, 

that Respondent Grzan be, and hereby is barred from association with any broker, dealer, 

investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization; and

Pursuant to Section 15(b)(6) of the Exchange Act, Respondent Grzan be, and hereby is 

barred from participating in any offering of a penny stock, including: acting as a promoter, finder, 
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consultant, agent or other person who engages in activities with a broker, dealer or issuer for 

purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the 

purchase or sale of any penny stock.

Any reapplication for association by the Respondent will be subject to the applicable laws 

and regulations governing the reentry process, and reentry may be conditioned upon a number of 

factors, including, but not limited to, compliance with the Commission’s order and payment of any 

or all of the following: (a) any disgorgement or civil penalties ordered by a Court against the 

Respondent in any action brought by the Commission; (b) any disgorgement amounts ordered 

against the Respondent for which the Commission waived payment; (c) any arbitration award 

related to the conduct that served as the basis for the Commission order; (d) any self-regulatory 

organization arbitration award to a customer, whether or not related to the conduct that served as 

the basis for the Commission order; and (e) any restitution order by a self-regulatory organization, 

whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.

Vanessa A. Countryman

Secretary