A Texas cease and desist order over securities fraud isn't stopping Nui CEO Darren Olayan from making an extraordinary claim: the regulations cited against him don't actually exist.
Texas regulators served Olayan, Nui, Mintage Mining and Symatri with a securities fraud cease and desist on July 11th. Nui responded with a statement vowing to "vigorously defend" against the violations, without explaining how. Then Olayan took to Facebook.
In a six-and-a-half-minute video filmed while walking down a suburban street, Olayan claimed he was "amped out of his mind" after spending all day on serious phone calls. At no point did he directly address the securities fraud allegation. Instead, he pivoted to his central argument: that no regulation governing his business actually exists.
"There's no regulation to this yet," Olayan said at the 3:24 mark in the video. He added that after nearly a year working with attorneys, he'd learned "there is no exact formula on how to do anything and be compliant or legal because there isn't any."
This is demonstrably false. The Securities Act was enacted in 1933—eighty-five years before Olayan made his video. Courts have spent nearly a century refining how to apply those rules.
When it comes to MLM-related securities fraud, the standard test has been in place since 1946. The Supreme Court established the "Howey Test" to determine whether transactions qualify as investment contracts subject to registration and disclosure requirements under federal law. It's not complicated.
Rather than address whether Nui actually offers securities through Mintage Mining and Symatri, Olayan reframed the entire dispute. He cast Texas regulators as hostile actors fighting against "blockchain" and crypto—technology he claimed the government doesn't understand. He compared it to cannabis, another industry he said states spent years battling over jurisdiction.
"There's states that gonna battle over crypto and blockchain for the next five, ten, twenty years," he said.
The comparison falls apart immediately. Securities law predates blockchain by nearly a century. You can wrap an unregistered security in whatever technology you want. It's still a security. It's still regulated.
Olayan did hint at legitimate work happening behind the scenes—technology development and blockchain projects the company has been building. That's not the issue. The issue is whether people are being asked to invest money expecting returns based on the efforts of others. If they are, securities laws apply. No amount of innovation changes that.
Nui declined to specify what "vigorously defending" actually means. Olayan's Facebook video suggests the company's strategy centers on arguing the rules don't apply to them because they're working in new territory. The Texas cease and desist suggests regulators disagree.
🤖 Quick Answer
What securities fraud allegations does Nui CEO Darren Olayan face?
Texas regulators issued a cease and desist order against Nui CEO Darren Olayan, Nui, Mintage Mining, and Symatri on July 11th, citing securities fraud violations. Olayan responded by claiming the regulations cited against him do not actually exist, rather than directly addressing the allegations in his public statements.
How did Olayan respond to the Texas cease and desist order?
Olayan initially issued a statement pledging to "vigorously defend" against the violations without providing explanation. Subsequently, he posted a six-and-a-half-minute Facebook video filmed in a suburban setting, where he claimed no regulation governing his business exists, rather than directly addressing the securities fraud allegations presented by regulators.
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