Securities enforcement
Inside the Tip Chain Before Y-mAbs Stock Jumped 103%
An SEC order says confidential acquisition news passed through personal relationships to Johnathan Denha, who bought 6,200 shares while receiving the tip and sold after the deal became public.
The short version
- The SEC found that a SERB employee’s confidential knowledge of a planned Y-mAbs acquisition moved from his spouse to lawyer Venar Ayar, then to Ayar’s cousin Johnathan Denha.
- At about 5:20 p.m. ET on August 4, 2025, Denha bought 6,200 Y-mAbs shares while Ayar was telling him about the acquisition, according to the order.
- Minutes later, Denha advised another cousin to buy the stock. That cousin earned $808.96, while Denha earned $25,604.65.
- SERB announced an $8.60-per-share tender offer the next day. Y-mAbs closed at $8.52, up 103.34% from its previous close.
- The SEC found that Denha violated federal securities laws and ordered disgorgement, interest and a civil penalty totaling $52,916.46.
The critical transformation took less than an hour: confidential corporate information became a direct instruction to buy.
At about 4:22 p.m. Eastern time on August 4, 2025, after the market had closed, a SERB Pharmaceuticals employee told his spouse that the company had finalized plans to acquire Y-mAbs Therapeutics. The public announcement was scheduled for the next day.
By about 5:20 p.m., the information had reached Denha. The SEC says he was told not only that the deal was coming, but also where the information originated: a law partner whose spouse worked for the acquiring company. Denha bought Y-mAbs stock during that call.
The following day, SERB announced a $412 million all-cash tender offer. Y-mAbs shares closed $4.33 higher, a gain of approximately 103.34%. Denha sold all of his shares and recorded $25,604.65 in profit.
How confidential deal news reached a brokerage account
The information did not move directly from SERB to Denha. The SEC traced a chain involving a company employee, his spouse, her law partner, Denha and a second cousin who traded after Denha’s advice.
- SERB employeeWorked on the acquisition and knew the planned announcement date.
- Employee’s spouseHeard that plans were finalized after the market closed.
- Venar AyarLearned the information from his law firm partner, the employee’s spouse.
- Johnathan DenhaReceived a call from Ayar and bought shares during it.
- Denha’s cousinBought shares after Denha advised him to do so.
The order says the SERB employee disclosed the information to his spouse while discussing his work and personal circumstances. She then told Ayar while discussing her personal life and expressing hope that work would calm down for her husband.
Approximately one hour after the employee first spoke to his spouse, Ayar called Denha. According to the SEC, Ayar told Denha that Y-mAbs was about to be acquired, advised him to buy its stock and explained that the information came through a law partner whose spouse worked for the buyer.
SEC finding in the settled order
The Commission found that Denha knew, was reckless in not knowing, or consciously avoided knowing that the information was material and nonpublic, and that it had been disclosed in breach of a duty of trust and confidence for a personal benefit.
Minutes after his own purchase, the SEC says, Denha advised another cousin to buy Y-mAbs. That cousin was a vice president at the mortgage lending business Denha founded and led. The order does not identify the mortgage company as a participant in the trading.
The deal was far beyond an early conversation
SERB’s interest in Y-mAbs had developed over several months. It began with a potential acquisition of one immunotherapy product, then expanded into consideration of buying all outstanding Y-mAbs shares. Both companies treated information about the potential transaction as confidential, according to the order.
SERB submitted a preliminary indication of interest in acquiring a Y-mAbs immunotherapy product.
SERB and Y-mAbs entered a confidentiality agreement covering material nonpublic information shared for a potential transaction.
SERB shifted toward a possible acquisition of all outstanding Y-mAbs shares and retained legal and financial advisers.
The SERB employee identified in the order became aware of the proposed acquisition through his job duties.
Financial representatives held final discussions, and SERB delivered a revised nonbinding offer containing what it called its best and final price.
After the market closed, the information passed from the employee to his spouse, then to Ayar and Denha. Denha and his cousin bought shares.
SERB announced the $412 million tender offer at $8.60 per share. Denha and his cousin sold their holdings.
A SERB subsidiary completed its merger with Y-mAbs.
The SEC entered its settled cease-and-desist order against Denha.
By the time of Denha’s purchase, the SEC found that SERB had taken substantial steps toward commencing the tender offer. That point matters because the planned transaction was not merely a vague possibility. Representatives had conducted final discussions, and SERB had submitted a revised proposal for all outstanding shares.
The market learned the price after the trades
The announced offer valued Y-mAbs at $412 million, or $8.60 per share. Y-mAbs closed at $8.52 on August 5, compared with $4.19 the previous day. Denha and his cousin sold after the announcement.
The order does not identify specific investors who lost money because of these trades, and it does not quantify broader investor harm. What it documents is an information imbalance: Denha traded with acquisition details that were not yet available to the public, then exited after the announcement sharply changed the market price.
The public received the acquisition terms on August 5. The SEC says Denha had already bought 6,200 shares the evening before.
Y-mAbs and SERB are not respondents in this proceeding. The supplied order does not include statements from either company about Denha’s trading, nor does it attribute the trading to either company’s direction.
What the SEC ordered Denha to pay
The Commission found that Denha violated Sections 10(b) and 14(e) of the Securities Exchange Act and Rules 10b-5 and 14e-3(a). It ordered him to cease and desist from committing or causing those violations and any future violations.
Total payment ordered: $52,916.46. The order directs the money to the SEC for transfer to the U.S. Treasury’s general fund, subject to the cited securities-law provision.
Disgorgement is the repayment of gains tied to the violation. Here, the disgorgement amount exactly matches the profit the SEC attributed to Denha. The separate civil penalty and prejudgment interest bring the total to more than twice his trading profit.
This was a civil administrative settlement, not a criminal conviction. Denha did not admit the general findings when consenting to the order. The document nevertheless contains formal SEC findings made on the basis of his settlement offer.
What this order does not establish
Limits of the available record
- The order does not establish losses suffered by named investors or describe effects on Y-mAbs patients, employees or research programs.
- It does not include responses from Y-mAbs, SERB, Ayar, the employee, the employee’s spouse or the cousin who traded.
- It does not impose sanctions on those other individuals in this proceeding. Its findings are expressly not binding on them.
- It does not explain whether any separate investigation or proceeding involving other participants existed or was planned.
The order’s most consequential evidence is its compressed chronology. Confidential acquisition news left a company employee after the market closed, moved through family and professional relationships, and reached a purchase order in less than an hour. Minutes later, it generated another trade.
By the next closing bell, the public announcement had more than doubled Y-mAbs’s share price. Denha’s settlement returned the profit attributed to him and added interest and a penalty. The order leaves the rest of the tip chain outside its binding reach.
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