How False Claims About Salesforce & Nestlé Fueled a $200M+ Crypto Scam
TL;DR
- Nova Labs, the company behind the “Helium Network,” sold thousands of $500 crypto-mining devices called Hotspots starting in April 2019, raising millions without ever registering those sales as securities with the SEC as required by law.
- Nova Labs’ own CEO described the entire Hotspot scheme in an internal message as a way to “cheat” securities law, calling it “a cheat for an ICO” and “a token printing machine,” knowing full well that selling crypto tokens directly would be illegal.
- To attract investors, Nova Labs publicly claimed that major corporations, including Nestlé, Salesforce, and Lime, were actively using its wireless network. Every single one of those claims was false. Both Nestlé and Lime sent Nova Labs cease-and-desist letters when they discovered they were being used as promotional props.
- Between December 2021 and February 2022, Nova Labs raised approximately $200 million from investors in a private stock placement, partly by promoting a network it was falsely representing as having Fortune 500 clients. That raise valued Nova Labs at over $1 billion.
- The SEC filed a federal complaint on January 17, 2025 in the Southern District of New York, accusing Nova Labs of violating securities registration requirements and antifraud provisions. The agency is seeking a permanent injunction, disgorgement of profits, civil penalties, and a ban from crypto securities markets.
- Nova Labs also ran a “Discovery Mapping Program” in which over 45,000 phone subscribers handed over personal location data in exchange for crypto tokens, without this program ever being registered as a securities offering.
- Nova Labs’ own CEO stated publicly: “Our business model is HNT. We are all in. We have no other revenue streams nor any plan to create any.” Investors’ money funded a company that admitted its entire operation depended on the speculative price of its own crypto token.
The Non-Financial Ledger: What This Actually Did to Regular People
Picture someone in 2020 who reads that Nestlé, one of the largest food companies on earth, is using this new crypto wireless network. That detail matters to them. They are not a tech insider. They are not a venture capitalist. They read that a real, hundred-year-old company trusts this technology enough to rely on it, and that feels like proof. It feels like the kind of evidence that separates a legitimate investment from a lottery ticket. So they spend $500, maybe $1,000, maybe more, on a Hotspot device. They plug it into the wall in their apartment or their spare room, they connect it to the internet, and they wait for the crypto to come in.
What they did not know, because Nova Labs never told them, was that Nestlé was not using the network. Salesforce was not using the network. Lime was not using the network. Those companies were names that Nova Labs dropped in public appearances and marketing materials to make investors feel safe. Nova Labs’ own Business Development VP said on a public stage in June 2020 that Nestlé was using the Helium network “as an alternative to cellular networks to send data.” That statement was false. And Nova Labs knew it was false, or at minimum recklessly ignored that it was false.
The people who bought Hotspots based partly on that story did not find out through a company announcement or a correction. They found out, if they found out at all, through a federal lawsuit filed five years later. In the meantime, the value of Helium Network Tokens (HNT) fluctuated wildly, and the overwhelming majority of investors who received those tokens either sold them or held them hoping for price appreciation. They were not building a wireless network. They were speculating, because Nova Labs designed the system specifically to make speculation the entire point.
There are also over 45,000 people who signed up for a $20-a-month phone plan called Helium Mobile and handed over their personal location data through the Discovery Mapping Program, in exchange for a crypto token called MOBILE. That program was never registered as a securities offering. Those people had no legally mandated disclosure document explaining what they were really getting into. They were told it was “super easy to enable,” that they would “just go about your day,” and that the program would run “in the background.” What they were actually doing was purchasing an unregistered investment contract and surrendering sensitive personal location data to a company with no obligation to tell them how it would be used.
Nova Labs’ CEO, in an August 2020 public statement, said directly: “Our business model is HNT. We are all in. We have no other revenue streams nor any plan to create any.” That means every person who bought a Hotspot was betting on a company that had publicly acknowledged it had zero plan to make money any other way than the speculative value of its own crypto token. That is the deal investors were handed, stripped of the corporate language. And they were handed it without the legal protections that securities registration would have required Nova Labs to provide.
Legal Receipts: What They Said in Their Own Words
These are direct quotations from the SEC complaint filed January 17, 2025 (Case 1:25-cv-00539). Every quote below appears in the complaint as statements made by Nova Labs personnel in public appearances, internal communications, or court-referenced documents.
“I think of buying a [Hotspot] as a proxy for buying tokens[,] it’s like a token generation machine . . . I could kind of think[] of the [Hotspot] as a cheat for an ICO . . . no other project lets you buy a token printing machine.”
- This quote proves Nova Labs’ CEO explicitly understood the Hotspot scheme was a workaround to avoid securities registration laws he knew applied to ICOs. The word “cheat” is his own.
- It confirms Nova Labs did not stumble into securities violations. It chose this structure specifically because a direct token sale “was likely to be an unlawful unregistered securities offering,” per the complaint (¶ 35).
“Our business model is HNT. We are all in. We have no other revenue streams nor any plan to create any.”
- This admission proves investors’ financial outcomes were entirely contingent on the speculative price of a crypto token Nova Labs itself controlled. There was no underlying business generating real revenue to support token value.
- This statement directly undercuts any claim that Hotspot buyers were purchasing a functional wireless technology product rather than a speculative investment vehicle.
“The demand side, which are enterprises, companies like, Nestle, for example, that use the Helium network as an alternative to cellular networks to send data. . . . 2020, for us, is the year of sort of building out the demand.”
- This statement names Nestlé as an active user of the Helium network on a public stage, in a context designed to reassure potential investors that major enterprise clients were creating real demand for the network and its tokens.
- The SEC complaint confirms (¶ 5) that Nestlé was in fact not a customer or user of Nova Labs’ network, and that Nestlé issued a cease-and-desist letter to Nova Labs when it learned its name was being used this way.
“It takes an enormous amount of our engineering resources, we spend, I don’t know—it’s got to be 70% plus of our engineering time to date has been firefighting what I would call problems with the [Helium Network Blockchain] just because we made some design decisions that I think were good ones, at the time, but didn’t scale at all.”
- This confirms that the technical infrastructure investors were paying to support was fundamentally unstable. Over 70% of the engineering team’s time was spent on damage control, not development.
- This statement, made publicly while the company was still selling Hotspots, illustrates the gap between the polished investor pitch and the operational reality Nova Labs was managing internally.
“Due to the design of the token economics, more utility on the network will drive increased value in tokens. The only way [Nova Labs] becomes wildly successful is if there is an enormous amount of network usage and the value of the tokens increases accordingly. As a result, everything we do as a business from this point forward should be focused on maximizing the utility of the network, which is the usage of data credits. . . . Many of these decisions will be directly at odds with potential revenue or profit generating activities . . . but because our goal is to maximize utility and demand for data credits, we will be OK with these decisions as long as we believe they are likely to increase adoption.”
- This internal document confirms Nova Labs explicitly prioritized token price appreciation over building a profitable business, and was willing to operate at a loss on Hotspot sales to drive speculative demand.
- The “Helium Manifesto” is the clearest statement in the record that Nova Labs viewed Hotspot investors as capital sources and token speculators, not customers of a wireless service.
— Nova Labs CEO, public appearance, May 2022
Societal Impact Mapping
Public Health: The Personal Data Pipeline
The Discovery Mapping Program extracted sensitive personal information from subscribers without the legal disclosures that securities registration would have required. The harms to participants are documented in the SEC complaint.
- Over 45,000 Helium Mobile subscribers enrolled in the Discovery Mapping Program and surrendered real-time geographic location data and wireless network usage data to Nova Labs, beginning in July 2023, with no SEC-mandated disclosure of what that data would be used for (¶¶ 151, 158).
- Nova Labs aggregated and analyzed subscribers’ personal data to make strategic business decisions about where to deploy infrastructure and create economic incentives for investors, meaning subscriber data was a direct input into Nova Labs’ profit-generation model, not merely a service enhancement (¶ 156).
- Participants were told the program was “super easy to enable,” “always on in the background,” and that they “shouldn’t even notice it,” language designed to minimize scrutiny of what was in reality a commercial transaction involving their personal data and an unregistered investment contract (¶ 154).
- People who enrolled were not informed that the program had been flagged by the SEC as an unregistered security, meaning they had no access to the risk disclosures that federal law requires before such an offering is made to the public.
Economic Inequality: Who Built the Network, and Who Got Paid
The Helium Network’s financial architecture was designed so that Nova Labs and a small group of insider investors captured a structurally guaranteed share of all value generated, while retail Hotspot buyers assumed all the risk of speculation. The numbers in the complaint make this concrete.
- Nova Labs retained approximately 2,000 of the 10,300 Helium Security Tokens (HST) it created, entitling the company to perpetual distributions of HNT in perpetuity, receiving more than 339,000 HNT per month and over four million HNT per year during the peak creation period (¶ 84). Retail Hotspot buyers received daily distributions set by an algorithm Nova Labs controlled and could change at any time.
- Nova Labs sold 6,800 HST to a select group of venture capital and equity investors in May 2019 for approximately $15 million (¶ 81). These investors received perpetual HNT distributions. Retail Hotspot buyers had no comparable structure guaranteeing them any minimum return.
- Nova Labs employees received approximately 1,500 HST as compensation (¶ 85), meaning they too held perpetual HNT distribution rights while being simultaneously paid to increase HNT’s value, creating a direct personal financial incentive for employees to boost the token price that retail investors were speculating on.
- Retail investors paid approximately $500 per Hotspot (¶ 60) with funds pooled by Nova Labs to pay its own engineers, business development staff, and marketing personnel (¶ 61). Retail buyers were, functionally, providing operating capital for a private company in exchange for a speculative token with no guaranteed value floor.
- Nova Labs raised approximately $200 million from a private stock placement valuing the company at over $1 billion in late 2021 and early 2022 (¶ 117), a raise that benefited equity holders, not the Hotspot buyers whose purchases had helped build the network’s value proposition. Retail buyers had no equity stake in this outcome.
- Nova Labs paid a market maker 200 HST and millions of HNT to create liquidity in secondary HNT markets (¶ 205), meaning the company spent tokens mined by retail investors’ Hotspots to create the infrastructure through which those same investors could sell their tokens. The cost of building retail liquidity was borne by the token pool, not by Nova Labs’ cash reserves.
— Nova Labs CEO, June 2018, on the option to register the securities offering legally. They chose not to.
The “Cost of a Life” Metric
What Now? Who to Watch and What to Do
The SEC filed this case on January 17, 2025. It is active. Nova Labs is headquartered in San Francisco, California, and incorporated in Delaware. These are the people running it and the agencies watching them.
Leadership (as identified in SEC complaint by role)
- Nova Labs CEO: Referenced throughout the complaint as the architect of the “cheat for an ICO” strategy, the author of the “Helium Manifesto,” and the primary public voice making false claims about enterprise clients and investment returns. The SEC complaint attributes numerous public and internal statements directly to this individual.
- Nova Labs COO: Named throughout as the second-most prominent public spokesperson making investor-facing claims about network usage, Data Credit economics, and enterprise adoption. Referenced in multiple public appearances cited as evidence of misleading statements.
- Nova Labs Business Development VP: Named as the individual who made the false public claim that Nestlé was using the Helium network during a June 2020 public appearance (SEC Complaint ¶ 225).
- Nova Labs Board of Directors: Named in the complaint as the body that originally raised questions about the ICO structure’s legality (¶ 35), yet the company proceeded with the Hotspot workaround regardless. The Board’s composition is not identified in the source document.
Watchlist: Regulatory Bodies With Authority Here
- Securities and Exchange Commission (SEC): The filing agency. Case No. 1:25-cv-00539, Southern District of New York. The SEC is seeking permanent injunction, disgorgement, civil penalties, and a ban from crypto securities markets.
- Department of Justice (DOJ): Not named in this complaint but holds parallel criminal jurisdiction over securities fraud. Given the internal documentation of deliberate circumvention of securities law, DOJ involvement remains possible.
- Federal Trade Commission (FTC): Has jurisdiction over deceptive trade practices. The false naming of Nestlé, Salesforce, and Lime as customers in marketing materials to the public potentially falls within FTC consumer protection authority.
- State Securities Regulators: Individual states have their own “Blue Sky” securities laws. Investors in multiple states were harmed by Nova Labs’ unregistered offerings and false statements. State attorneys general have independent enforcement authority.
- Consumer Financial Protection Bureau (CFPB): Relevant to the Discovery Mapping Program given the personal data collection tied to an unregistered financial product sold to retail consumers.
What You Can Actually Do
- If you purchased a Helium Hotspot (IoT or Mobile) or participated in the Discovery Mapping Program, you may be a potential complainant. Contact the SEC’s online tip line at sec.gov/tcr to register your experience as evidence in this proceeding.
- Connect with crypto investor protection advocacy organizations. Groups like the Crypto Fraud Prevention Coalition and financial consumer groups active on Reddit’s r/CryptoCurrency community have tracked Helium investor losses and can point toward class action organizing efforts.
- If you surrendered personal location data through the Discovery Mapping Program, file a complaint with the FTC at reportfraud.ftc.gov. Your data is a documented part of Nova Labs’ commercial operation and you have a right to flag how it was collected.
- Share this case with people in your community who are considering buying crypto mining hardware. The Hotspot scheme is a documented template: a device that mines tokens, no registration, heavy influencer marketing, and celebrity-brand name-dropping to build false legitimacy. That template is still being replicated in other projects.
- Demand that your elected representatives support mandatory SEC registration requirements for crypto asset investment contracts. This case would have required disclosure documents, risk warnings, and audited financial statements if Nova Labs had complied with securities law from the start. Those protections exist. They were deliberately evaded.
The source document for this investigation is attached below.
There is a press release about this case from the SEC against Nova Labs that you can read about: https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26291
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