U.S. Securities and Exchange Commission v. Cell>Point, LLC et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Chief Judge Philip A. Brimmer
Civil Action No. 21-cv-01574-PAB-SBP
UNITED STATES SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
CELL>POINT, LLC,
GREG COLIP, and
TERRY COLIP,
Defendants.
ORDER
This matter comes before the Court on Defendants’ Motion for Reconsideration
of Court’s Order Granting in Part and Denying in Part Plaintiff’s Motion for Remedies
and Final Judgment [Docket No. 330]. The Court has jurisdiction pursuant to 28 U.S.C.
§ 1331.
I. 	BACKGROUND
On June 10, 2021, the United States Securities and Exchange Commission
(“SEC”) filed this lawsuit against defendants Cell>Point, LLC (“Cell>Point”), Greg Colip,
and Terry Colip (collectively, “defendants”), bringing claims (1) against all defendants for
fraud under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
(“Exchange Act”),15 U.S.C. § 78j(b), (2) against the individual defendants for aiding and
abetting violations of the Exchange Act, (3) against all defendants for fraud in the offer
or sale of securities under § 17(a) of the Securities Act of 1933 (“Securities Act”), 15
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U.S.C. § 77q(a), and (4) against the individual defendants for aiding and abetting
violations of the Securities Act. Docket No. 1 at 38–42, ¶¶ 156–70. On July 21, 2023,
the SEC moved for summary judgment on its first and fifth claims against defendants,
namely, violations of § 10(b) of the Exchange Act and Rule 10b-5 (claim 1) and
violations of § 17(a)(2) of the Securities Act and Rule 10b-5(b) (claim 5). Docket No.
239. On March 15, 2024, the Court granted the SEC’s motion for summary judgment
on claims one and five. Docket No. 290.
On May 10, 2024, the SEC filed a motion seeking remedies and final judgment
based on the Court’s granting summary judgment on claims one and five. Docket No.
296. On February 27, 2025, the Court granted in part and denied in part the SEC’s
motion for remedies. Docket No. 325. On March 4, 2025, the Court amended its order
to correct a clerical error. Docket No. 328. The Court ordered Terry Colip to disgorge
$2,211,096.30 in profits from defendants’ fraud and to pay $737,597.39 in prejudgment
interest, as well as to pay a civil penalty of $1,270,745. Id. at 42. The Court ordered
Greg Colip to disgorge $559,982.46 in profits, to pay $178,085.40 in prejudgment
interest, and to pay a civil penalty of $321,829. Id.
In their response to the motion for remedies, defendants argued that all of the
money Greg Colip received from Cell Point during the period of defendants’ fraud was
compensation for work he performed as a member of Cell>Point and as its CFO. Id. at
21. Defendants maintained that Greg Colip received $643,658 in compensation, which
he was entitled to keep as part of a legitimate business expense. Id. This figure
matched the amount of money the SEC claimed was distributed out of Cell>Point bank
accounts to Greg Colip for the same period. Id. at 22.
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In the Court’s order on the SEC’s motion for remedies, the Court also noted that
the SEC claimed that Cell>Point distributed $1,607,093 in payroll payments during the
same period. Id. Seventy-five percent of these payments were made to the founding
members of Cell>Point, namely, Greg Colip, Terry Colip, and Jerry Bryant. Id.
Defendants did not contest that these payroll distributions were made. The Court found
that, although “defendants appear to claim that the $643,658 paid to Greg Colip was
compensation above and beyond the money he received as part of the company’s
payroll disbursements, they do not explain why Greg Colip received these additional
payments, what work these payments were made for, and why this work was beyond
the scope of the work for which Mr. Colip received payroll disbursements.” Id. The
Court further concluded that “Greg Colip’s declaration, without any documentary support
substantiating the amount he received as compensation and what the compensation
was for, is insufficient to meet defendants’ burden to produce concrete and credible
evidence of the value of defendants’ business expenses and of demonstrating that
those expenses furthered a legitimate business purpose.” Id. (citation and quotation
omitted).
Regarding Terry Colip, defendants admitted that the “SEC correctly shows
$2,541,490 that was distributed to Terry Colip during the Relevant Period.” Id. at 24.
However, defendants maintained that Terry Colip should not be required to disgorge
this entire sum. Id. at 24–25. Instead, they argued that Terry Colip, out of fairness,
should be allowed to keep the same amount of compensation as Greg Colip, $643,658.
Id. The Court rejected this argument, finding that “defendants’ argument again ignores
the compensation Terry and Greg Colip were paid as a part of payroll disbursements”
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and that “defendants provide no support for the proposition that [Terry Colip’s]
compensation should be valued at $643,658.” Id. at 25.
The Court also barred Terry Colip and Greg Colip from acting as officers or
directors of a publicly traded company in the future. Id. at 42–43. The Court found that
“the nature of Terry and Greg Colip’s fraud, their roles in the fraud, their refusal to
accept responsibility, their refusal to comply with the Court’s orders, and their refusal to
pay any portion of the contempt sanction 1 all demonstrate that Terry and Greg Colip are
likely to engage in further misconduct and that a director and officer bar is appropriate in
this case.” Id. at 38–39 (footnote added).
On March 31, 2025, defendants filed a motion asking the Court to reconsider
those portions of the Court’s March 4, 2025 order (a) requiring Terry and Greg Colip to
disgorge their profits from the securities fraud and (b) prohibiting them from serving as
officers or directors of a public company. Docket No. 330. On April 21, 2025, the SEC
responded. Docket No. 331.
II. 	LEGAL STANDARD
The Federal Rules of Civil Procedure do not specifically provide for motions for
reconsideration. See Hatfield v. Bd. of Cnty. Comm’rs for Converse Cnty., 52 F.3d 858,
861 (10th Cir. 1995). Instead, motions for reconsideration fall within a court’s plenary
power to revisit and amend interlocutory orders as justice requires. See Paramount
Pictures Corp. v. Thompson Theatres, Inc., 621 F.2d 1088, 1090 (10th Cir. 1980) (citing
Fed. R. Civ. P. 54(b)); see also Houston Fearless Corp. v. Teter, 313 F.2d 91, 92 (10th
1 On December 28, 2022, the Court held defendants in civil contempt for failing to
alert potential investors of the proceedings in this case and ordered defendants to pay a
civil contempt sanction of $124,106, which sanction defendants have never paid.
Docket No. 195 at 21.
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Cir. 1962). In order to avoid the inefficiency which would attend the repeated re-
adjudication of interlocutory orders, judges in this district have imposed limits on their
broad discretion to revisit interlocutory orders. See, e.g., Montano v. Chao, No. 07-cv-
00735-EWN-KMT, 2008 WL 4427087, at *5-6 (D. Colo. Sept. 28, 2008) (applying Rule
60(b) analysis to the reconsideration of interlocutory order); United Fire & Cas. Co. v.
McCrerey & Roberts Constr. Co., No. 06-cv-00037-WYD-CBS, 2007 WL 1306484, at
*1-2 (D. Colo. May 3, 2007) (applying Rule 59(e) standard to the reconsideration of the
duty-to-defend order). Regardless of the analysis applied, the basic assessment tends
to be the same: courts consider whether new evidence or legal authority has emerged
or whether the prior ruling was clearly in error. See Echon v. Sackett, No. 14-cv-03420-
PAB-NYW, 2019 WL 8275344, at *2 (D. Colo. Feb. 12, 2019); cf. Alpenglow Botanicals,
LLC v. United States, 894 F.3d 1187, 1203 (10th Cir. 2018) (“[A] motion for
reconsideration is appropriate where the court has misapprehended the facts, a party’s
position, or the controlling law.”).
III. 	DISCUSSION
“Generally, disgorgement is a form of ‘[r]estitution measured by the defendant’s
wrongful gain.’” Kokesh v. SEC, 581 U.S. 455, 458–59 (2017). “Disgorgement need
only be a reasonable approximation of profits causally connected to the violation.” SEC
v. GenAudio Inc., 32 F.4th 902, 945 n.22 (10th Cir. 2022). Once the SEC has shown a
reasonable approximation of the wrongful gain, “the burden shifts back to the
defendant[s] to demonstrate that the disgorgement figure [is] not a reasonable
approximation.” Id. (quoting SEC v. Teo, 746 F.3d 90, 105 (3d Cir. 2014) (internal
quotations omitted); citing SEC v. Calvo, 378 F.3d 1211, 1217 (11th Cir. 2004) (“The
SEC is entitled to disgorgement upon producing a reasonable approximation of a
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defendant’s ill-gotten gains. . . . Exactitude is not a requirement; so long as the
measure of disgorgement is reasonable, any risk of uncertainty should fall on the
wrongdoer whose illegal conduct created that uncertainty.” (quotation, alteration, and
citations omitted)). The Supreme Court has held that “courts must deduct legitimate
expenses before ordering disgorgement under § 78u(d)(5).” Liu v. SEC, 591 U.S. 71,
91–92 (2020).
Defendants argue that the Court erred in concluding that Greg Colip should be
required to disgorge $559,982.46 in profits from the fraud. Docket No. 330 at 2.
Defendants maintain that “Greg Colip was compensated a total of $643,658” during the
period of defendants’ fraud. Id. at 7. They assert that Greg Colip’s compensation was
“for legitimate work necessary to address issues and advance the company’s business.”
Id. at 2. As such, defendants appear to argue that Greg Colip’s compensation
constitutes legitimate expenses that should be deducted from the Court’s disgorgement
order.
To support their contention that Greg Colip was compensated for legitimate work
separate from defendants’ fraud, defendants attach seventeen documents. See Docket
No. 330-1 through 330-17. The attachments include research findings from studies of
defendants’ radio pharmaceutical product, Docket No. 330-3, Docket No. 330-5, United
States patents, Docket No. 330-6, Docket No. 330-7, and an unsigned agreement
between Cell>Point and a Chinese entity that purports to be an agreement for the
Chinese entity to acquire a 12% stake in Cell>Point. Docket No. 330-15. Defendants
argue that this new evidence requires the Court to reconsider its disgorgement order.
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Docket No. 330 at 2 (“Defendants believe that the evidence attached to this Motion will
show that the compensation paid to Greg Colip” was legitimate).
However, to support a motion for reconsideration, the evidence must be new to
the defendants, not the Court. Servants of the Paraclete v. Does, 204 F.3d 1005, 1012
(10th Cir. 2000) (motions to reconsider are an inappropriate vehicle to advance
“supporting facts which were available at the time of the original motion”); Carolina
Indus. Prods., Inc. v. Learjet, Inc., 194 F. Supp. 2d 1170, 1174 n.4 (D. Kan. 2002) (a
“motion to reconsider is not an opportunity to supplement the record with evidence
previously available to the plaintiffs”). Defendants provide no explanation as to why the
documentary evidence they now submit was not available to them at the time they filed
their response to the SEC’s motion for remedies. See Docket No. 330. The Court will
not consider the documents attached to defendants’ motion to reconsider since those
documents could have been included in defendants’ response to the remedies motion.
As such, defendants have provided no basis for the Court to reconsider its order
requiring Greg Colip to disgorge $559,982.46. 2
Even if the Court were to consider the documents, they do not show that the
Court should reconsider its prior order. The documents, at most, show that Cell>Point
conducted pharmaceutical research, obtained patents, and attempted to solicit foreign
investment. However, defendants fail to connect Greg Colip’s compensation to the
business activities evidenced in the documents. Defendants only support for the
2 In the Court’s March 4, 2025 order, the Court found that Greg Colip should be
required to disgorge $559,982.46 of the $643,658 he received in disbursements from
Cell>Point bank accounts. Docket No. 328 at 21. The Court found that a portion of the
disbursements made to Greg Colip was paid from funds not connected to the fraud
proven by the SEC at summary judgment. Id.
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proposition that Greg Colip participated in these business activities is the unsupported
statement that “Greg Colip was compensated a total of $643,658 over the 5-Year period
and in return was substantially engaged in most of the work activity referenced in this
Motion.” Id. at 7. It is an undisputed fact that Greg Colip is a founding member of
Cell>Point and that he is the company’s CFO. Docket No. 290 at 4. This fact raises an
inference that Greg Colip may have been involved in business activities like procuring
patents or foreign investment. However, defendants had the burden of demonstrating
what business expenses should have been deducted from the disgorgement order.
Sec. & Exch. Comm’n v. Miller, 2024 WL 4534512, at *9 (D. Md. Oct. 21, 2024)
(defendants have the burden of producing “concrete and credible evidence” to
demonstrate the value of their business expenses and that those expenses furthered a
legitimate business purpose). Neither defendants’ attached documentary evidence nor
the inference that Greg Colip may have been involved in business activities other than
defendants’ fraudulent activity is sufficient to meet this burden. Finally, defendants
again fail to explain why Greg Colip was compensated $643,658 in addition to the
money he received as part of Cell>Point’s payroll disbursements. Therefore, even if the
Court were to consider defendants’ evidence, the Court would still deny the motion for
reconsideration and require Greg Colip to disgorge $559,982.46.
Defendants argue that Terry Colip should be allowed to retain $643,658 of the
$2,541,490 he received in disbursements from Cell>Point bank accounts. Docket No.
330 at 9–11. Defendants claim that the “managing members of Cell>Point generally
drew the same compensation” and that the “compensation drawn by Greg Colip would
be the same compensation drawn by Terry Colip and Jerry Bryant.” Id. at 10.
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Defendants’ argument is identical to the argument rejected by the Court in the March 4,
2025 order. See Docket No. 328 at 25. Defendants do not identify a clear error in the
Court’s prior order, and their motion is not supported by new evidence or an intervening
change in the law. See id. Therefore, defendants have failed to show that the Court
should reconsider its disgorgement order. Servants of Paraclete, 204 F.3d at 1012
(“Grounds warranting a motion to reconsider include (1) an intervening change in the
controlling law, (2) new evidence previously unavailable, and (3) the need to correct
clear error or prevent manifest injustice.”).
Defendants state that the Court’s order prohibiting Terry and Greg Colip from
serving as a director or officer of a publicly traded company “seems an overly harsh
penalty” given defendants’ “unblemished career[s]” and “the work performed to lead the
company into advanced clinical trial studies.” Docket No. 330 at 11–12. Defendants
appear to be arguing that, although the Court has found that defendants engaged in a
multimillion-dollar securities fraud, their work for Cell>Point has not always been
fraudulent, and that this warrants reconsideration of the Court’s order. Moreover,
defendants claim that, because of their age, a director and officer bar would unfairly
require them to seek work outside of their experience. Id. at 13. Defendants provide no
support for the proposition that the Court should consider the hardship to defendants in
determining whether to impose a director and officer bar. Rather, the Court considered
“(1) the egregiousness of any underlying securities law violation, (2) the defendant’s
repeat offender status, (3) the defendant’s role or position at the time of the violation, (4)
the degree of scienter, (5) the defendant’s economic stake in the violation, and (6) the
likelihood that misconduct will occur again.” Docket No. 328 at 37 (quoting S.E.C. v.
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Wolfson, 2006 WL 1214994, at *10 (D. Utah May 5, 2006), aff’d, 249 F. App’x 701 (10th
Cir. 2007) (unpublished)). After analyzing these factors, the Court concluded that “Terry
and Greg Colip are likely to engage in further misconduct and that a director and officer
bar is appropriate in this case.” Id. at 38–39. The Court was aware of defendants’
history as managing members of Cell>Point and their age at the time the Court found
that a director and officer bar is appropriate. Nothing in defendants’ motion warrants
reconsideration of the Court’s findings. Therefore, the Court will deny defendants’
motion to reconsider.
IV. 	CONCLUSION
Therefore, it is
ORDERED that Defendants’ Motion for Reconsideration of Court’s Order
Granting in Part and Denying in Part Plaintiff’s Motion for Remedies and Final Judgment
[Docket No. 330] is DENIED.
DATED November 10, 2025.
BY THE COURT:
___________________________
PHILIP A. BRIMMER
Chief United States District Judge
__________________________
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