THIRD CLAIM FOR RELIEF

Violations of Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) & (c)]
Against All Defendants
48. Plaintiff re-alleges and incorporates paragraphs | through 41 of this Complaint by
reference as if set forth verbatim in this Claim.
49. By engaging in the acts and conduct alleged herein, Defendants, directly or
indirectly:

a. made use of the means or instruments of transportation or communication in
interstate commerce or of the mails to sell, through the use or medium of any
prospectus or otherwise, securities as to which no registration statement was
in effect; and/or

b. for the purpose of sale or delivery after sale, carried or caused to be carried
through the mails or in interstate commerce, by means or instruments of
transportation, securities as to which no registration statement was in effect;
and/or

c. made use of means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell, through the use or medium
of any prospectus or otherwise, securities as to which no registration statement
had been filed.

50. By engaging in the conduct described above, Defendants have violated, and
unless enjoined will continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C.

§§ 77e(a) and (c)]. -

14


courses of business constituting violations of the federal securities laws alleged in this Complaint
occurred within this District, including but not limited to Defendants’ solicitations of investors
and the acceptance and disbursement of investor funds.

FACTUAL ALLEGATIONS

L Link and Wood Founded and Control Agridime

15. Link and Wood have served as Agridime’s highest-ranking officers since co-
founding the company in 2017.

16. | Wood controls Agridime’s cattle operations, including overseeing the firm's
finances. Wood signs Agridime’s checks and, with the assistance of the company’s controller, is
primarily responsible for overseeing the bank accounts, including payments to and from
investors.

17. Link serves as Agridime’s Executive Director, a role he describes as equivalent to
CEO. He has personally solicited investors, trained and directed the activities of Agridime’s
salespeople, and executed Cattle Contracts on Agridime’s behalf.

Ik. Defendants Offered and Sold Fraudulent Cattle Contracts

18. Since at least January 2021. Agridime has raised over $191 million from more
than 2,100 investors in at least 15 states, purporting to sell investments in cattle under Cattle
Contracts.

19. Inthe Cattle Contracts, Agridime agreed to: (a) sell cattle to an investor for
$2,000 per calf; and (b) after a year, buy back the same cattle at a higher price to provide a
specific guaranteed investment return. Agridime told investors it would use their funds to
purchase, feed, finish, process, and sell specific cattle. Instead of using investor funds to do these

things, Agridime instead diverted tens of millions of dollars in investor funds to make Ponzi


32. The Financial Summary on Agridime’s website does not mention sales
commissions. Likewise, Agridime’s advertisements and Cattle Contracts fail to mention them.
Thus, paying commissions contravened Agridime’s representations to investors concerning the
use of investor funds.

IV. Defendants’ Materially False and Misleading Statements and Omissions

33. Agridime, Link, and Wood misled investors with promises of (in their own
words) “too good to be true” guaranteed 15-32% annual profits. In reality, the company’s cattle
business did not generate revenue sufficient to pay the promised profits to its investors.

34. Agridime’s advertising and sales pitches touted the safety and security of the
Cattle Contracts by claiming on Agridime’s website, in the Cattle Contracts, and in sales pitches
to investors that the Cattle Contract investments were protected by USDA bonding and
insurance. Meanwhile, despite emphasizing the safety of the investment, Defendants failed to
disclose to new and prospective investors that Agridime relied on investor funds to pay promised
returns, thus concealing the Ponzi scheme.

35. Defendants represented that investor funds would be used for specific purposes—
feeding, finishing, and processing beef—but did not disclose that Agridime would use investor
funds to pay 10% sales commissions to its salespeople. By omitting to disclose the commissions,
Agridime’s representations concerning the use of proceeds are, at best, incomplete and thus
misleading under the circumstances.

36. A reasonable investor would have considered it important to know that Agridime
misappropriated more than $58 in investor funds to make Ponzi payments instead of purchasing,

feeding, finishing, and processing cattle. Revelation of this diversion of investor funds, in


Make 15-20% Yearly
Returns and Help Us
Produce Farm Fresh Beef

We invite you to become a part of providing
fellow Americans with the highest quality
farm:fresh beef available

BUY LIVE CATTLE

Have you ever wanted to make money raising cattle without having to do all the work?

We know it sounds too gocd to be true, however, in order to meet increased cemand we are partnering with
individuals and orgenizations to con‘ract cattle into our beef supply chain

mpanies with farm fresh deel. We
these

We supply retails outlets, meai distributors and restaurant focd service c
are invitirg individua's and organizations to purchase cattle with us in order to supply beef to
customers

jill be guaranteed 15-20% yearly profits. We also offer 20% yearly
profits on contracts of 50 or more

All cattle purchased during Q! of

23. Agridime has also advertised the Cattle Contracts on an unrestricted, publicly

available Facebook page with an animated video titled, “Make 15%-20% Yearly Returns by

Purchasing Cattle With Us.” The video explains that the investor’s purchase payment covers the

cost to “feed that animal to finish, fully process the beef into retail packaging, and then

ultimately sell the beef.”

24. Agridime has engaged in a general solicitation of investors by using its publicly

available website, unrestricted Facebook page, and other social media to attract investors.

Agridime and its sales representatives have not taken steps to verify the accredited status of

7


payments to prior investors. As a result, Agridime has not purchased enough cattle to fulfill its
Cattle Contracts. Agridime’s investors, therefore, do not actually invest in specific, identifiable
animals. Instead, the success of their investments depends on the success of Agridime’s
purported cattle operation, including its ability to attract new investors.

20. The Cattle Contract investor’s role is entirely passive. On its website at
www.agridime.com, Agridime described the Cattle Contracts as an opportunity to “make money
raising cattle without having to do all the work.” The investor did not take delivery of any cattle
and assumed no responsibility for the care or feeding of any cattle.

21. — Since at least August 2023, Agridime has also offered a new variant of its Cattle
Contract from the company’s new website at www.agridimestore.com, soliciting investments on
its website of $4,500 “for the purchase of one bred cow in [Agridime’s] supply chain and [for
Agridime] to feed that cow until it gives birth to its calf. This cow will remain on [Agridime’s]
ranches & will be fed and cared for during this time.” Under this variant, the investor still does
not take delivery of any cattle and assumes no responsibility for their care or feeding. Indeed,
these Cattle Contracts make the investor’s passive role even more clear, explicitly stating that
“(t]he cattle purchased from Agridime . . . shall remain in the care and custody of Agridime.”

22.  Agridime promises investors “guaranteed 15-20% yearly profits” on the Cattle
Contracts and even guarantees returns as high as 32% for some contracts, including contracts to
purchase 50 head of cattle or more. Agridime includes these guarantees in the contracts
themselves and displays them prominently on the company’s website and in social-media ads

promoting the investment, as reflected in the images below:


principal and profit payments to previous investors. In short, Agridime is operating a Ponzi
scheme.

29. As of September 5, 2023, Agridime held Cattle Contracts requiring them to pay
investors more than $123 million in principal (obligations to repurchase cattle), plus
approximately $24 million in guaranteed “profits.” Given the company’s cash balances of less
than $1.5 million as of September 30, 2023, and insufficient operating revenues, it appears that
Agridime’s Ponzi scheme will soon implode, unless it continues to raise money from new
investor-victims.

b. Defendants Paid Undisclosed Sales Commissions to Salespeople

30. Agridime pays its sales representatives a commission—typically 10%—for each
Cattle Contract sold. Through May 2023, Agridime paid its salesforce aggregate commissions
exceeding $11.1 million, including commissions of: (1) at least $5.6 million to a salesperson in
North Dakota; (2) $1.3 million to Link and his wife; and (3) $1.3 million to Wood.

31. | When representing to investors how it will use their funds, Agridime does not
disclose the 10% commission. For example, Agridime’s website included a “Financial
Summary” purporting to explain how all investor funds are to be used, as reflected in the image

below.

Financial Summary

Here's how the financials breakdown for the 15-20% return on our cattle
contracts:

The customer purchases cattle from us for $2,000 per head. That $2,000 is
used to purchase one steer or heifer, feed that animal to finish, fully process
the beef into retail packaging and then ultimately sell the beef


SEALED

o~

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION

SECURITIES AND EXCHANGE COMMISSION, _)
)

Plaintiff, ) Civil Action No.
)
v. }4-23C0V-1224P
) FILED UNDER SEAL
AGRIDIME LLC, ) JURY TRIAL DEMANDED
JOSHUA LINK, and
JED WOOD,

Defendants,

COMPLAINT
Plaintiff Securities and Exchange Commission (the “SEC” or “Commission” alleges:
NATURE OF THE ACTION

1. The Commission brings this action to halt an ongoing, fraudulent, and
unregistered offering of securities and active Ponzi scheme being perpetrated on investors by
Agridime LLC (“Agridime”), Joshua Link, and Jed Wood (collectively, “Defendants”.

2; Since 2021, Agridime has raised at least $191 million from more than 2,100
investors in at least 15 states, selling investment contracts related to the purchase and sale of
cattle (“Cattle Contracts”). Defendants promised investors guaranteed annual returns ranging
from 15% to 32% and marketed the Cattle Contracts on Agridime’s websites as a way for
investors to passively profit from cattle ownership “without having to do all the work.” In
advertising, the Defendants boasted, “We know it sounds too good to be true.”

3. Unfortunately for investors, the investment offering was too good to be true.

Agridime has used at least $58 million of investor funds—that Agridime represented would be


totaling over $9 million to North Dakota residents after the issuance of that state’s cease-and-

desist order.

CLAIMS FOR RELIEF
FIRST CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]

Against all Defendants

42. Plaintiff re-alleges and incorporates paragraphs | through 41 of this Complaint by
reference as if set forth verbatim in this Claim.

43. By engaging in the acts and conduct alleged herein, Defendants, directly or
indirectly, in connection with the purchase or sale of securities, by the use of the means or
instrumentality of interstate commerce, or of the mails, knowingly or with severe recklessness:

a. employed a device, scheme, or artifice to defraud; and/or

b. made an untrue statement of a material fact, or omitted to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and/or

c. engaged in an act, practice, or course of business which operated or would
operate as a fraud or deceit upon any person.

44, By reason of the foregoing, Defendants have violated, and unless enjoined will
continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5

thereunder [17 C.F.R. § 240.10b-5].

12


addition to the undisclosed payment of at least $11 million in commissions, would significantly
alter the total mix of information available to investors.

Vv. Defendants Are Violating State Cease-and-Desist Orders and Continue to Defraud
Investors

37.  Agridime continues to sell Cattle Contracts in numerous states, despite cease-and-
desist orders issued by two states.

38. In April 2023, the Arizona Corporation Commission issued a temporary cease-
and-desist order, barring Agridime and Link from, among other things, selling unregistered
securities and committing fraud in the purchase or sales of securities (Cattle Contracts) in
violation of the Arizona Securities Act.

39. Similarly, in May 2023, the North Dakota Securities Commission ordered Link
and Agridime to cease and desist from selling unregistered securities (Cattle Contracts), acting as
an unregistered broker-dealer, and engaging in fraudulent practices in connection with the offer
and sale of investment contracts represented to be investments in cattle.

40. Agridime has violated both the North Dakota and Arizona cease-and-desist
orders. On November 13, 2023, Arizona filed a contempt action, alleging that Agridime, Link,
and Link’s wife knowingly and willfully continued to offer and sell unregistered securities and
committed fraud in violation of Arizona’s Securities Act and the previously issued cease-and-
desist order.

41. In fact, Agridime has sold morc than $1 million of Cattle Contracts to Arizona
residents after the entry of the Arizona cease-and-desist order. Additionally, on October 18,
2023, an Arizona-based Agridime salesman admitted under oath that he is still selling Cattle

Contracts from Arizona. Agridime’s records also reveal that it has sold at least 18 contracts


investors, and they have not limited the offer or sale of the Cattle Contracts to accredited
investors. Agridime’s website allowed investors to purchase online without any income
verification or disclosures. Agridime’s stated practice has been to send investors their Cattle
Contracts by email only after investors send funds to Agridime (via cash, wire transfer, check,
Shopify, transfers from self-directed IRAs, or a number of other payment options, including
installment payments). At that point, the investor signs the contract electronically, and then Link
(or an authorized sales representative) affixes Link’s electronic signature via DocuSign.

25. Neither Agridime nor its Cattle Contract securities are registered with the
Commission in any capacity.
III. Defendants Misused and Misappropriated Investor Funds

26. Despite Agridime’s explicit claim on its website that it would use investor funds
to purchase, feed, finish, process, and sell specific cattle, the company actually used investor
funds to make Ponzi payments to earlier investors and to pay undisclosed sales commissions to
Agridime salespeople.

a. Defendants Have Used At Least $58 Million in Investor Funds to Make Ponzi
Payments

27. Contrary to its promises to investors, Agridime has acquired far fewer cattle than
it has sold to investors in Cattle Contracts. Because of its failure to acquire, raise, feed, and finish
enough cattle, as promised, Agridime has not generated—and cannot generate—sufficient
revenues to repay its investors. As a result, Agridime does not have the assets needed to cover its
obligations.

28. During the period from December |, 2022, to September 30, 2023, Agridime has

used at least $58 million in investor funds from the sale of new Cattle Contracts to make


9. Jed Wood, age 62, resides in Fort Worth, Texas. He is an owner, managing
member, and the Operations Director of Agridime. He co-founded and jointly controls Agridime
with Link.

JURISDICTION AND VENUE

10. The Commission brings this action pursuant to authority conferred upon it by
Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)} and Sections
21(d) and 21(e) of the Exchange Act (15 U.S.C. §§ 78u(d) and 78u(e)].

11. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 21(d), 21(e),
and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), (e), and 78aa].

12. The defendants offered and sold investment contracts purportedly relating to
cattle. Pursuant to Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section
3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)], Defendants’ Cattle Contracts are
securities because they are investment contracts.

13. In connection with the conduct described in this Complaint, Defendants, directly
or indirectly, made use of the mails or the means or instruments of transportation or
communication in interstate commerce by, among other means, soliciting and accepting
investments via the Internet, transmitting investor contracts via email, executing investor
contracts via an on-line software portal, and accepting investor deposits via mail, wire, or other
electronic-funds transfer.

14. Venue is proper in this District because at all relevant times: (a) Agridime
maintained its principal place of business in Fort Worth; (b) Wood resided in Fort Worth; and (c)

Agridime, Wood, and Link conducted business in this District. Further, acts, transactions, and


FOURTH CLAIM FOR RELIEF

Control Person Liability Under Section 20(a) of the Exchange Act
Against Defendants Link and Wood

51. Plaintiff re-alleges and incorporates paragraphs | through 41 of this Complaint by
reference as if set forth verbatim in this Claim.

52. Defendant Agridime violated Section 10(b) of the Exchange Act and Rule 10b-5
thereunder, as alleged above in paragraphs | through 41.

53. Atall relevant times, Defendants Link and Wood directed and controlled
Agridime’s management and policies, including the conduct of its other representatives, and
were controlling persons of Agridime and its representatives under Section 20(a) of the
Exchange Act [15 U.S.C. § 78t(a)]. Defendants Link and Wood were culpable participants in the
fraudulent conduct described above and knowingly or recklessly induced many of the material
misrepresentations and misstatements alleged herein.

54. Defendants Link and Wood are liable as control persons under Section 20(a) of
the Exchange Act for Agridime’s violations of Section 10(b) of the Exchange Act and Rule 10b-
5 thereunder. If not enjoined, Link and Wood will continue to cause Agridime to violate Section
10(b) of the Exchange Act and Rule 10b-5 thereunder.

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court enter a judgment:

1. Permanently enjoining Defendants from violating Sections 5(a), 5(c), and 17(a) of
the Securities Act {15 U.S.C. §§ 77e(a), 77e (c), and 77q(a)], Section 10(b) of the Exchange Act

[15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];


Dated: December 11, 2023

Imposing such other and further relief as the Court may deem just and proper.

Respectfully submitted,

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

dtthew J. Gulde,
Alinois Bar No.6272325
Tyson M. Lies
Texas Bar No. 24087927
United States Securities and
Exchange Commission
Burnett Plaza, Suite 1900
801 Cherry Street, Unit 18
Fort Worth, TX 76102
Telephone: (817) 978-3821
Facsimile: (817) 978-4927
guldem@sec.gov

Attorneys for Plaintiff


6. To protect the public from further fraudulent activity, the SEC brings this action
against Defendants and seeks: (i) permanent injunctive relief, (ii) disgorgement of ill-gotten
gains, plus prejudgment interest; and (iii) civil penalties. Because of the ongoing nature of the
fraudulent offering and Ponzi scheme, and the risk of continuing investor loss and asset
dissipation, the Commission also seeks emergency relief against Defendants, including a
temporary restraining order (and preliminary injunction), an asset freeze, the appointment of a
receiver, an accounting, and orders expediting discovery, permitting alternative means of service,
and prohibiting alteration or destruction of documents.

DEFENDANTS

7. Agridime LLC is a Texas limited liability company co-founded by Link and
Wood in 2017, with its principal place of business in Fort Worth, Texas. Link and Wood jointly
control Agridime as its highest-ranking officers and managing members, each owning a 45.5%
interest in the company. Agridime has operations in Texas, Arizona, Kansas, North Dakota, and
other states, and purports to be a meat-distribution company with a “proprictary beef supply
chain.” Agridime is subject to cease-and-desist orders issued by securities regulators in Anzona
and North Dakota.

8. Joshua Link, age 30, resides in Gilbert, Arizona. He is an owner, managing
member, and the Executive Director of Agridime. He co-founded and jointly controls Agridime
with Wood. Link is subject to cease-and-desist orders issued by securities regulators in Arizona
and North Dakota. On November 11, 2023, Arizona filed a contempt motion against Agridime

and Link for violating its order.


used to purchase, feed, and process cattle—to pay returns to existing investors. Defendants did
not buy the number of cattle required to fulfill the Company's obligations under the Cattle
Contracts, and as a result Agridime has only been able to return principal and pay promised
returns by making Ponzi payments. Defendants have never disclosed these Ponzi payments when
soliciting new investors. And they have failed to disclose that they have used an additional $11
million to pay 10% commissions to salespeople, including owners Wood and Link, who also
solicit investments in Agridime Cattle Contracts.

4. Agridime has violated cease-and-desist orders issued earlier this year by Arizona
and North Dakota by continuing to sell its securities in fraudulent, unregistered transactions in
those states. Agridime has sold more than $1 million of Cattle Contracts to Arizona residents
since the entry of the Arizona order and more than $9 million to North Dakota residents since the
issuance of that state’s order. And on October 18, 2023, an Agridime salesman in Arizona
admitted under oath that he is still selling Cattle Contracts from Arizona.

5. Through their actions, Defendants violated, and unless enjoined will continue to
violate, the antifraud and securities-registration provisions of the federal securities laws, namely
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] and Sections 5(a), 5(c), and 17(a) of the
Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)}. Under
Section 20(a) of the Exchange Act, Defendants Link and Wood are also liable as control persons
for Agridime’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder (15
U.S.C. §§ 770(a) and 78t(a)}. Unless Defendants are enjoined by the Court, they will continue to

fraudulently offer and sell unregistered securities in violation of the federal securities laws.


SECOND CLAIM FOR RELIEF

Violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)|
Against All Defendants

45. Plaintiff re-alleges and incorporates paragraphs | through 41 of this Complaint by
reference as if set forth verbatim in this Claim.

46. By engaging in the acts and conduct alleged herein, Defendants, directly or
indirectly, in the offer or sale of securities, by the use of the means or instruments of
transportation or communication in interstate commerce or by use of the mails, have:

a. knowingly or with severe recklessness employed a device, scheme, or artifice to
defraud; and/or

b. knowingly, recklessly, or negligently obtained money or property by means of an
untrue statement of a material fact or an omission to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and/or

c. knowingly, recklessly, or negligently engaged in a transaction, practice, or course
of business which operated or would operate as a fraud or deceit upon the
purchaser.

47. By reason of the foregoing, Defendants have violated, and unless enjoined will

continue to violate, Section 1 7(a) of the Securities Act [15 U.S.C. § 77q(a)].


2. Permanently enjoining Defendants Link and Wood from, directly or indirectly,
including but not limited to, through any entity owned or controlled by them, participating in the
issuance, purchase, offer, or sale of any security; provided, however, that such injunction shall
not prevent Link or Wood from purchasing or selling securities for their own personal accounts;

3. Barring Defendants Link and Wood from acting as an officer or director of any
issuer that has a class of securities registered pursuant to Exchange Act Section 12 or that is
required to file reports pursuant to Exchange Act Section 15(d) [15 U.S.C. §§ 781 and 780(d)};,

4. Ordering the Defendants to disgorge all ill-gotten gains obtained as a result of the
violations alleged herein, plus prejudgment interest thereon, pursuant to Exchange Act Sections
21(d)(3), 21(d)(5), and 21(d)(7) (15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];

5. Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §

78u(d)(3)] for violations of the federal securities laws as alleged herein; and