Aegis Capital Corp.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRM FAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THE BEST MARKET FOR A SUBJECT SECURITY AND BUY OR SELL IN SUCH MARKET THAT THE RESULTANT PRICE TO THE CUSTOMER WAS AS FAVORABLE AS POSSIBLE UNDER PREVAILING MARKET CONDITIONS IN CONNECTTION WITH 26 CORPORATE BOND TRANSACTIONS. THE FIRM FAILED TO PURCHASE MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT FROM A CUSTOMER, OR SELL MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT TO A CUSTOMER, AT AN AGGREGATE PRICE THAT WAS FAIR AND REASONABLE IN CONNECTION WITH 2 MUNICIPAL BOND TRANSACTIONS. THE FIRM FAILED TO ESTABLISH AND MAINTAIN WRITTEN POLICIES AND PROCEDURES THAT ADDRESS HOW TO DETERMIN THE BEST INTER-DEALER MARKET FOR SECURITIES IN THE ABSENSE OF PRICING INFORMATION OR MULTIPLE QUOTATIONS. Status: Pending Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRM FAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THE BEST MARKET FOR A SUBJECT SECURITY AND BUY OR SELL IN SUCH MARKET THAT THE RESULTANT PRICE TO THE CUSTOMER WAS AS FAVORABLE AS POSSIBLE UNDER PREVAILING MARKET CONDITIONS IN CONNECTTION WITH 26 CORPORATE BOND TRANSACTIONS. THE FIRM FAILED TO PURCHASE MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT FROM A CUSTOMER, OR SELL MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT TO A CUSTOMER, AT AN AGGREGATE PRICE THAT WAS FAIR AND REASONABLE IN CONNECTION WITH 2 MUNICIPAL BOND TRANSACTIONS. THE FIRM FAILED TO ESTABLISH AND MAINTAIN WRITTEN POLICIES AND PROCEDURES THAT ADDRESS HOW TO DETERMIN THE BEST INTER-DEALER MARKET FOR SECURITIES IN THE ABSENSE OF PRICING INFORMATION OR MULTIPLE QUOTATIONS.

Allegations: THE NASD ALLEGED THAT IN A NUMBER OF INSTANCES IN THE PERIOD FEBRUARY 1999 TO JUNE 1999, THE APPLICANT, WITHOUT MAKING REASONABLE EFFORTS TO AVIOD A LOCKED OR CROSSED MARKET, ENTERED BID OR ASKED QUOTATIONS WHICH CAUSED A LOCKED OR CROSSED CONDITION TO OCCUR, IN VIOLATION OF NASD MARKET PLACE RULE 4613(E) AND NASD CONDUCT RULE 2110. Status: Final Sanction Detail: FROM AUGUST 6,2001 TO AUGUST 17, 2001 THE FIRM MAY NOT ACT AS A MARKET MAKER IN ANY SECURITIES FROM THE COMMENCEMENT OF SECONDARY TRADING THROUGH THE END OF THE FIRST FULL TRADING DAY FOLLOWING AN IPO Summary: THE NASD ACCEPTED THE LETTER OF ACCEPTANCE, WAIVER AND CONSENT, IDENTIFIED AS MATTER CMS010098, ON JULY 2, 2001. THE PERIOD OF SUSPENSION IS AUGUST6,2001 TO AUGUST 17,2001.

Allegations: MSRB RULE G-14 - DURING THE PERIOD OF FEBRUARY 1, 2005 THROUGH APRIL 30, 2005, AEGIS CAPITAL CORP. ENGAGED IN 73 MUNICIPAL SECURITIES TRANSACTIONS. A REVIEW OF 33 OF THESE TRANSACTIONS REVEALED THAT THE FIRM FAILED TO TIMELY REPORT 10 OF THE TRANSACTIONS TO THE MUNICIPAL SECURITIES RULEMAKING BOARD. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, AEGIS CAPITAL CORP. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE THE FIRM IS CENSURED AND FINED $7,500.

Allegations: WITHOUT ADMITTING OR DENYING FINRA'S FINDINGS, FOR THE PURPOSE OF SETTLEMENT, THE FIRM CONSENTED TO THE FOLLOWING FINDINGS: A) THE FIRM FAILED TO IMMEDIATELY DISPLAY CERTAIN CUSTOMER LIMIT ORDERS IN OVER-THE-COUNTER EQUITY SECURITIES; B) THE FIRM FAILED TO CONTEMPORANEOUSLY EXECUTE CERTAIN CUSTOMER ORDERS IN OVER-THE-COUNTER EQUITY SECURITIES AFTER IT TRADED THOSE SECURITIES FOR ITS OWN MARKET-MAKING OR PROPRIETARY ACCOUNT AT A PRICE THAT COULD HAVE SATISFIED THE CUSTOMERS' ORDERS; C) THE FIRM FAILED TO EXECUTE CERTAIN CUSTOMER ORDERS FULLY AND PROMPTLY, FAILED TO ASCERTAIN THE BEST INTER-DEALER MARKET PRICE, AND FAILED TO UPDATE ITS WRITTEN SUPERVISORY PROCEDURES CONCERNING MARKET ORDER TIMELINESS, RENDERING THOSE SECTIONS DEFICIENT; AND D) THE FIRM FAILED TO ACCURATELY REFLECT THAT CERTAIN ORDERS WERE SOLICITED AND/OR EXECUTED USING DISCRETIONARY AUTHORITY, EXERCISED DISCRETION IN CERTAIN CUSTOMER ACCOUNTS WITHOUT FIRST OBTAINING PROPER AUTHORITY, AND FAILED TO UPDATE ITS WRITTEN SUPERVISORY PROCEDURES FOR CERTAIN BOOKS AND RECORDS AND THE EXERCISE DISCRETIONARY AUTHORITY, RENDERING THOSE SECTIONS DEFICIENT. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND RESTITUTION. ON JUNE 23,2015, THE FIRM DELIVERED THE FINE AMOUNT TO FINRA. ON JUNE 23,2015, THE FIRM IMPLEMENTED THE AGREED-UPON UNDERTAKING. THE FIRM IS ALSO TO MAKE RESTITUTION IN THE AMOUNT OF $2,537.22 WITHIN 120 DAYS AFTER ACCEPTANCE OF THIS AWC. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND RESTITUTION. ON JUNE 23,2015, THE FIRM DELIVERED THE FINE AMOUNT TO FINRA. ON JUNE 23,2015, THE FIRM IMPLEMENTED THE AGREED-UPON UNDERTAKING. THE FIRM IS ALSO TO MAKE RESTITUTION IN THE AMOUNT OF $2,537.22 WITHIN 120 DAYS AFTER ACCEPTANCE OF THIS AWC.

Allegations: WITHOUT ADMITTING OR DENYING FINRA'S FINDINGS, FOR THE PURPOSE OF SETTLEMENT, THE FIRM CONSENTED TO THE FOLLOWING FINDINGS: A) THE FIRM SUBMITTED CERTAIN NEW ORDER REPORTS TO OATS THAT CONTAINED INACCURATE, INCOMPLETE, OR IMPROPERLY FORMATTED DATA; AND B) THE FIRM FAILED TO EXECUTE CERTAIN CUSTOMER ORDERS FULLY AND PROMPTLY, AND, IN SOME OF THOSE INSTANCES, FAILED TO ASCERTAIN THE BEST INTER-DEALER MARKET PRICE. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND RESTITUTION. ON JANUARY 21, 2016, THE FIRM DELIVERED THE FINE AMOUNT TO FINRA. THE FIRM IS ALSO TO MAKE RESTITUTION IN THE AMOUNT OF $1,194.89 PLUS INTEREST WITHIN 120 DAYS AFTER ACCEPTANCE OF THIS AWC. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND RESTITUTION. ON JANUARY 21, 2016, THE FIRM DELIVERED THE FINE AMOUNT TO FINRA. THE FIRM IS ALSO TO MAKE RESTITUTION IN THE AMOUNT OF $1,194.89 PLUS INTEREST WITHIN 120 DAYS AFTER ACCEPTANCE OF THIS AWC.

Allegations: MSRB RULE G-14 - DURING THE PERIOD OF FEBRUARY 1, 2005 THROUGH APRIL 30, 2005, AEGIS CAPITAL CORP. ENGAGED IN 73 MUNICIPAL SECURITIES TRANSACTIONS. A REVIEW OF 33 OF THESE TRANSACTIONS REVEALED THAT THE FIRM FAILED TO TIMELY REPORT 10 OF THE TRANSACTIONS TO THE MUNICIPAL SECURITIES RULEMAKING BOARD. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, AEGIS CAPITAL CORP. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE THE FIRM IS CENSURED AND FINED $7,500. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, AEGIS CAPITAL CORP. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE THE FIRM IS CENSURED AND FINED $7,500.

Allegations: THE FIRM WAS NAMED A RESPONDENT IN A FINRA COMPLAINT ALLEGING THAT IT LIQUIDATED NEARLY 3.9 BILLION SHARES OF MICROCAP STOCKS THAT CUSTOMERS DEPOSITED INTO THEIR ACCOUNTS AT THE FIRM. THE COMPLAINT ALLEGES THAT THE SHARES WERE NOT REGISTERED WITH THE SEC, NOR WERE THE TRANSACTIONS EXEMPT FROM REGISTRATION. FROM THE ILLICIT SALES, THE CUSTOMERS GENERATED OVER $24.5 MILLION IN PROCEEDS AND THE FIRM COLLECTED OVER $1.1 MILLION IN COMMISSIONS. THE SALES OF THE MICROCAP STOCKS BY THE CUSTOMERS, WHICH AMOUNTED TO A SIGNIFICANT PERCENTAGE OF THE OUTSTANDING SHARES OF EACH STOCK, WERE A PART OF PLANS OR SCHEMES TO EVADE THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT OF 1933. THE FIRM FAILED TO CONDUCT A REASONABLE SEARCHING INQUIRY TO DETERMINE IF THE FOREGOING SALES OF THE SHARES OF THE STOCKS WERE EXEMPT FROM REGISTRATION UNDER SECTION 5. THE COMPLAINT ALSO ALLEGES THAT THE FIRM, AS WELL AS TWO INDIVIDUALS DURING THEIR RESPECTIVE TENURES AS THE FIRM'S CHIEF COMPLIANCE OFFICER (CCO), FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE A SUPERVISORY SYSTEM, INCLUDING WRITTEN SUPERVISORY PROCEDURES (WSPS), REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH SECTION 5 FOR SALES OF UNREGISTERED, MICROCAP STOCKS AND FAILED TO CONDUCT REASONABLE AND MEANINGFUL INQUIRIES OF THE CIRCUMSTANCES SURROUNDING THE AFOREMENTIONED SALES OF THE UNREGISTERED, MICROCAP STOCKS BY FIRM CUSTOMERS. THE FIRM AND THE TWO INDIVIDUALS PERFORMED INADEQUATE INQUIRIES ON THE SUPPOSED REGISTRATION EXEMPTIONS FOR SALES OF THE MICROCAP STOCKS, DESPITE THE PRESENCE OF "RED FLAGS" INDICATING THAT THE SALES WERE OR COULD BE ILLICIT DISTRIBUTIONS OF UNREGISTERED STOCKS. ALTHOUGH THE FIRM AND THE TWO INDIVIDUALS COLLECTED SOME DOCUMENTS AND INFORMATION ABOUT THE TRANSACTIONS, THEY FAILED TO ADEQUATELY AND MEANINGFULLY ANALYZE THE COLLECTED DOCUMENTS AND INFORMATION AND TO INDEPENDENTLY VERIFY THE PROVIDED INFORMATION. IN REALITY, THEIR COLLECTION EFFORTS MERELY SERVED TO "PAPER THE FILE" FOR THE FIRM'S DUBIOUS MICROCAP STOCK LIQUIDATION BUSINESS. THE FIRM AND THE TWO INDIVIDUALS DID NOT REQUIRE COMPLETE DOCUMENTATION IN SUPPORT OF THE PROPOSED DEPOSIT OF UNREGISTERED SECURITIES TO FULLY TRACE THE SHARES DIRECTLY BACK TO THE ISSUER AS LONG AS THE DOCUMENTS MADE REFERENCE TO THE ORIGIN OF THE SHARES. THE FIRM AND THE TWO INDIVIDUALS SIMPLY TOOK CUSTOMERS' REPRESENTATIONS ABOUT THE ORIGIN OF THEIR SHARES OF UNREGISTERED, MICROCAP STOCKS AT FACE VALUE, WITH LITTLE OR NO INDEPENDENT VERIFICATION. THE COMPLAINT FURTHER ALLEGES THAT THE FIRM, AS WELL AS THE TWO INDIVIDUALS DURING THEIR RESPECTIVE TENURES AS THE FIRM'S ANTI-MONEY LAUNDERING COMPLIANCE OFFICER (AMLCO), ALSO FAILED TO ADEQUATELY IMPLEMENT THE FIRM'S ANTI-MONEY LAUNDERING (AML) PROGRAM AND AML POLICIES AND PROCEDURES REASONABLY EXPECTED TO DETECT AND CAUSE THE REPORTING OF SUSPICIOUS TRANSACTIONS UNDER THE BANK SECRECY ACT AND ITS IMPLEMENTING REGULATION. THE FOREGOING ACTIVITY IN THE MICROCAP STOCKS BY THE FIRM'S CUSTOMERS SHOULD HAVE RAISED "RED FLAGS" INDICATIVE OF POTENTIAL SUSPICIOUS ACTIVITY RELATED TO UNREGISTERED DISTRIBUTIONS AND MARKET MANIPULATION. BECAUSE OF THESE FAILURES, THE FIRM AND THE TWO INDIVIDUALS DID NOT MAKE A REASONED DETERMINATION WHETHER OR NOT TO REPORT THE SUSPICIOUS TRANSACTIONS TO THE FINANCIAL CRIMES ENFORCEMENT NETWORK (FINCEN) BY FILING A SUSPICIOUS ACTIVITY REPORT (SAR), AS APPROPRIATE. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM AGREED TO A FINE IN THE AMOUNT OF $950,000.00 WHICH WILL BE PAID UPON THE ACCEPTANCE OF PROPOSED PAYMENT PLAN. Summary: WITHOUT ADMITTING OR DENYING, THE FIRM AGREED TO RESOLVE THE MATTER WITH FINRA BY PAYING A FINE AND AGREEING TO RETAIN AN INDEPENDENT CONSULTANT TO REVIEW CERTAIN OF ITS PROCEDURES.

Allegations: WITHOUT ADMITTING OR DENYING FINRA'S FINDINGS, FOR THE PURPOSE OF SETTLEMENT, THE FIRM CONSENTED TO THE FOLLOWING FINDINGS: A) THE FIRM FAILED TO IMMEDIATELY DISPLAY CERTAIN CUSTOMER LIMIT ORDERS IN OVER-THE-COUNTER EQUITY SECURITIES; B) THE FIRM FAILED TO CONTEMPORANEOUSLY EXECUTE CERTAIN CUSTOMER ORDERS IN OVER-THE-COUNTER EQUITY SECURITIES AFTER IT TRADED THOSE SECURITIES FOR ITS OWN MARKET-MAKING OR PROPRIETARY ACCOUNT AT A PRICE THAT COULD HAVE SATISFIED THE CUSTOMERS' ORDERS; C) THE FIRM FAILED TO EXECUTE CERTAIN CUSTOMER ORDERS FULLY AND PROMPTLY, FAILED TO ASCERTAIN THE BEST INTER-DEALER MARKET PRICE, AND FAILED TO UPDATE ITS WRITTEN SUPERVISORY PROCEDURES CONCERNING MARKET ORDER TIMELINESS, RENDERING THOSE SECTIONS DEFICIENT; AND D) THE FIRM FAILED TO ACCURATELY REFLECT THAT CERTAIN ORDERS WERE SOLICITED AND/OR EXECUTED USING DISCRETIONARY AUTHORITY, EXERCISED DISCRETION IN CERTAIN CUSTOMER ACCOUNTS WITHOUT FIRST OBTAINING PROPER AUTHORITY, AND FAILED TO UPDATE ITS WRITTEN SUPERVISORY PROCEDURES FOR CERTAIN BOOKS AND RECORDS AND THE EXERCISE DISCRETIONARY AUTHORITY, RENDERING THOSE SECTIONS DEFICIENT. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND RESTITUTION. ON JUNE 23,2015, THE FIRM DELIVERED THE FINE AMOUNT TO FINRA. ON JUNE 23,2015, THE FIRM IMPLEMENTED THE AGREED-UPON UNDERTAKING. THE FIRM IS ALSO TO MAKE RESTITUTION IN THE AMOUNT OF $2,537.22 WITHIN 120 DAYS AFTER ACCEPTANCE OF THIS AWC.

Allegations: WITHOUT ADMITTING OR DENYINIG THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO REPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE) TRANSACTIONS IN TRACE-ELIGIBLE CORPORATE DEBT SECURITIES AND TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THE TIME REQUIRED BY FINRA RULE 6730(A). THE FINDINGS STATED THAT THE FIRM FAILED TO REPORT TO TRACE THE CORRECT TIME OF TRADE EXECUTION FOR TRANSACTIONS IN TRACE ELIGIBLE CORPORATE DEBT SECURITIES AND FOR TRANSACTIONS IN TRACE-ELIGIBLE SECURITIZED PRODUCTS. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO SHOW THE CORRECT TIME OF EXECUTION OF THE MEMORANDUM OF BROKERAGE ORDERS. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $64,000.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING THE RESTRICTED PERIOD OF THE DISTRIBUTION OF SECURITIES OF A COMPANY'S OFFERING, WHILE THE FIRM ACTED AS A DISTRIBUTION PARTICIPANT FOR THE OFFERING, THE FIRM PURCHASED SHARES OF COMMON STOCK ON A PRINCIPAL BASIS IN A SINGLE TRANSACTION AND ENTERED QUOTES INTO THE MARKETPLACE. THE FINDINGS STATED THAT DURING THE RESTRICTED PERIOD OF THE COMPANY'S OFFERING, THE FIRM ACTED AS A DISTRIBUTION PARTICIPANT AND AS A MANAGER (OR IN A SIMILAR CAPACITY) IN THE DISTRIBUTION OF SECURITIES FOR THE OFFERING. ON AUGUST 3, 2012, THE FIRM ENTERED A STABILIZING BID INTO THE MARKETPLACE IN CONNECTION WITH THE OFFERING OF THE COMPANY'S SECURITIES, WHICH WERE LISTED ON THE NASDAQ STOCK MARKET, AND FAILED TO PROVIDE PRIOR NOTICE OF ITS INTENT TO ENGAGE IN SUCH ACTIVITY. INSTEAD, THE FIRM FILED A NOTICE OF INTENT ON JUNE 10, 2014. THE FIRM, WHILE ACTING AS A DISTRIBUTION PARTICIPANT AND MARKET MAKER PARTICIPATING IN A DISTRIBUTION OF SECURITIES OF A COMPANY THAT PRICED ON SEPTEMBER 11, 2012, PURCHASED 175,000 SHARES OF THE SECURITY BETWEEN SEPTEMBER 12, 2012 AND OCTOBER 26, 2012 IN CONNECTION WITH SYNDICATE COVERING TRANSACTIONS ASSOCIATED WITH THE DISTRIBUTION, AND FAILED TO PROVIDE PRIOR NOTICE OF ITS INTENT TO ENGAGE IN SUCH ACTIVITY. INSTEAD, THE FIRM FILED A NOTICE OF INTENT ON JUNE 10, 2014. THE FIRM, WHILE ACTING AS A MANAGER (OR IN A SIMILAR CAPACITY) IN A DISTRIBUTION OF SECURITIES, WHICH WERE SUBJECT TO RESTRICTED PERIODS UNDER SEC RULE 101 ON BEHALF OF ISSUERS, FAILED TO TIMELY SUBMIT A NASDAQ RULE 4619(E)(1)(A) NOTICE AND/OR FAILED TO SUBMIT A COMPLETE NASDAQ RULE 4619(E)(1)(A) NOTICE LISTING ALL DISTRIBUTION PARTICIPANTS. THE FIRM, WHILE ACTING AS A DISTRIBUTION PARTICIPANT AND MARKET MAKER PARTICIPATING IN A DISTRIBUTION OF SECURITIES OF A COMPANY THAT PRICED ON FEBRUARY 21, 2014, PURCHASED 71,681 SHARES OF THE SECURITY BETWEEN FEBRUARY 21, 2014 AND APRIL 7, 2014 IN CONNECTION WITH SYNDICATE COVERING TRANSACTIONS ASSOCIATED WITH THE DISTRIBUTION, AND FAILED TO PROVIDE PRIOR NOTICE OF ITS INTENT TO ENGAGE IN SUCH ACTIVITY. INSTEAD, THE FIRM FILED A NOTICE OF INTENT ON MAY 21, 2015. THE FIRM, WHILE ACTING AS A DISTRIBUTION PARTICIPANT AND A MANAGER (OR IN A SIMILAR CAPACITY) FOR THE A COMPANY'S COMMON STOCK OFFERING, ENTERED QUOTES INTO THE MARKETPLACE ON JANUARY 2 AND 5, 2015, WHICH WAS DURING THE SECURITY'S RESTRICTED PERIOD (JANUARY 2, 2015 THROUGH JANUARY 8, 2015). THE FIRM, WHILE ACTING AS A MANAGER (OR IN A SIMILAR CAPACITY) IN A DISTRIBUTION OF SECURITIES, WHICH WAS SUBJECT TO A RESTRICTED PERIOD UNDER SEC RULE 101 ON BEHALF OF AN ISSUER, FAILED TO SUBMIT A NASDAQ RULE 4619(E)(1)(A) NOTICE BY DECEMBER 31, 2014, WHICH WAS THE BUSINESS DAY PRIOR TO THE FIRST COMPLETE TRADING SESSION OF THE APPLICABLE RESTRICTED PERIOD (JANUARY 2, 2015 THROUGH JANUARY 8, 2015). INSTEAD, THE FIRM FILED THE NOTICE ON JANUARY 5, 2015, FOUR DAYS LATE. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN A REASONABLE SUPERVISORY SYSTEM TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND REGULATIONS AND NASDAQ RULES, INCLUDING REASONABLE WRITTEN SUPERVISORY PROCEDURES. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $42,125.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THE BEST MARKET FOR A SUBJECT SECURITY AND BUY OR SELL IN SUCH MARKET SO THAT THE RESULTANT PRICE TO THE CUSTOMER WAS AS FAVORABLE AS POSSIBLE UNDER PREVAILING MARKET CONDITIONS IN CONNECTION WITH CORPORATE BOND TRANSACTIONS. THE FINDINGS STATED THAT SPECIFICALLY, THE FIRM SOLD AND BOUGHT CORPORATE BONDS TO AND FROM ITS CUSTOMERS AT PRICES THAT WERE NOT AS FAVORABLE AS POSSIBLE UNDER THE PREVAILING MARKET CONDITIONS, INCLUDING UP TO MORE THAN 8 PERCENT AWAY FROM THE RELEVANT MARKET. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO PURCHASE MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT FROM A CUSTOMER, OR SELL MUNICIPAL SECURITIES FOR ITS OWN ACCOUNT TO A CUSTOMER, AT AN AGGREGATE PRICE (INCLUDING ANY MARK-UP OR MARK-DOWN) THAT WAS FAIR AND REASONABLE IN CONNECTION WITH MUNICIPAL BOND TRANSACTIONS. SPECIFICALLY, THE FIRM SOLD TO ITS CUSTOMERS AT PRICES THAT WERE APPROXIMATELY 40 PERCENT AWAY FROM THE RELEVANT MARKET. THE FINDINGS ALSO INCLUDED THAT THE FIRM FAILED TO HAVE WRITTEN POLICIES AND PROCEDURES IN PLACE THAT ADDRESS HOW TO DETERMINE THE BEST INTER-DEALER MARKET FOR SECURITIES IN THE ABSENCE OF PRICING INFORMATION OR MULTIPLE QUOTATIONS. SPECIFICALLY, THE FIRM'S PROCEDURES RESTATE THE RULE'S REQUIREMENTS, PROVIDE SOME LIMITED GUIDANCE, AND SET FORTH RELEVANT ORDER HANDLING PROCEDURES. THE PROCEDURES, HOWEVER, FAIL TO DESCRIBE SPECIFIC ORDER HANDLING STEPS THE FIRM WILL TAKE TO ADDRESS HOW IT WILL DETERMINE THE BEST INTER-DEALER MARKET IN THE ABSENCE OF PRICING OR MULTIPLE QUOTATION INFORMATION. FINRA FOUND THAT THE FIRM FAILED TO CONDUCT, AT A MINIMUM, REASONABLY DESIGNED ANNUAL REVIEWS OF ITS POLICIES AND PROCEDURES FOR DETERMINING THE BEST AVAILABLE MARKET FOR THE EXECUTIONS OF ITS CUSTOMERS' TRANSACTIONS TO ASSESS WHETHER ITS POLICIES AND PROCEDURES WERE REASONABLY DESIGNED TO ACHIEVE BEST EXECUTION. IF THE FIRM HAD PERFORMED A REASONABLE REVIEW OF ITS ORDER HANDLING POLICIES AND PROCEDURES, IT WOULD HAVE DISCOVERED THAT IT NEVER ESTABLISHED THE REQUIRED ORDER HANDLING STEPS TO DETERMINE THE BEST INTER-DEALER MARKET FOR A SECURITY IN THE ABSENCE OF PRICING INFORMATION OR MULTIPLE QUOTATIONS. FINRA ALSO FOUND THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN A SYSTEM, INCLUDING WSPS, REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND REGULATIONS, AND WITH APPLICABLE FINRA AND MSRB RULES. THE WSPS FAIL TO DESCRIBE ANY SUPERVISORY STEPS REQUIRED TO BE UNDERTAKEN BY THE FIRM REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE FINRA BEST EXECUTION RULE. ALSO, THE WSPS DID NOT PROVIDE FOR ANY SUPERVISORY SYSTEMS OR PROCESSES TO REVIEW THE QUALITY OF THE FIRM'S FIXED INCOME EXECUTIONS OR PROVIDE ANY OTHER REASONABLY DESIGNED MEANS BY WHICH TO ENSURE COMPLIANCE WITH MSRB BEST EXECUTION RULES. Status: Final Sanction Detail: THE FIRM WAS CENSURED, FINED $80,000, AGREED TO PAY $43,912.89, PLUS INTEREST, IN RESTITUTION TO CUSTOMERS, AND WILL REVISE ITS WSPS ACCORDINGLY. Summary: THE INITIAL INSTALLMENT PAYMENT OF $21,250.00 AND THE REMAINING BALANCE WILL BE PAID OVER 35 MONTHS IN EQUAL PAYMENTS OF $1,821.43.

Allegations: SEC RULES 10B-10, 11AC1-4, 11AC1-5(B), 11AC1-6(B), 17A-3, NASD RULES 2110, 3010, 3110, 6130(D), 6620(B), 6620(C), 6620(D), 6955(A) - AEGIS CAPITAL CORP. FAILED TO DISPLAY IMMEDIATELY CUSTOMER LIMIT ORDERS IN NASDAQ SECURITIES IN ITS PUBLIC QUOTATION WHEN EACH SUCH ORDER WAS AT A PRICE THAT WOULD HAVE IMPROVED THE FIRM'S BID OR OFFER IN EACH SUCH SECURITY; OR WHEN THE ORDER WAS PRICED EQUAL TO THE FIRM'S BID OR OFFER FOR EACH SUCH SECURITY AND THE SIZE OF THE ORDER REPRESENTED MORE THAN A DE MINIMIS CHANGE IN RELATION TO THE SIZE ASSOCIATED WITH THE FIRM'S BID OR OFFER IN EACH SUCH SECURITY; FAILED TO REPORT TO THE AUTOMATED CONFIRMATION TRANSACTION SERVICE (ACT) OR THE NASDAQ MARKET CENTER THE CORRECT SYMBOL INDICATING WHETHER THE FIRM EXECUTED TRANSACTIONS IN ELIGIBLE SECURITIES IN A PRINCIPAL OR AGENCY CAPACITY; FAILED TO REPORT THROUGH ACT OR THE NASDAQ MARKET CENTER THE CORRECT SYMBOL INDICATING WHETHER THE TRANSACTION WAS A BUY, SELL OR CROSS IN LAST SALE REPORTS OF TRANSACTIONS IN OTC EQUITY SECURITIES; FAILED TO REPORT THE CORRECT NUMBER OF SHARES THROUGH ACT OR THE NASDAQ MARKET CENTER LAST SALE REPORTS OF TRANSACTIONS IN OTC EQUITY SECURITIES; INCORRECTLY REPORTED TO ACT AND THE NASDAQ MARKET CENTER THE SECOND LEG OF A "RISKLESS" PRINCIPAL TRANSACTION IN OTC EQUITY SECURITIES BECAUSE THE FIRM INCORRECTLY DESIGNATED THE CAPACITY OF THE TRANSACTION AS PRINCIPAL OR AGENT; FAILED TO SUBMIT REQUIRED INFORMATION TO OATS IN CONNECTION WITH ORDERS OR SUBMITTED A REPORT WITH INACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA; FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS THAT TRANSACTIONS WERE EXECUTED AT AN AVERAGE PRICE; THE FIRM MADE PUBLICLY AVAILABLE REPORTS ON ITS ROUTING OF NON-DIRECTED ORDERS IN COVERED SECURITIES THAT INCLUDED INCORRECT INFORMATION; FAILED TO SHOW TERMS AND CNONDITIONS, TIME OF ENTRY, TIME OF EXECUTION, CORRECT TIME OF EXECUTION OF BROKERAGE ORDER MEMORANDA; (CONTINUED IN COMMENTS SECTION) Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED, FINED $50,000 AND REQUIRED TO REVISE THE FIRM'S SUPERVISORY PROCEDURES CONCERNING REGISTRATION AND QUALIFICATIONS, LIMIT ORDER DISPLAY, LIMIT ORDER PROTECTION, BEST EXECUTION, SEC RULES 11AC1-5 AND 11AC1-6, ANTI-INTIMIDATION/COORDINATION, TRADE REPORTING, SALE TRANSACTIONS, OTHER TRADING RULES, AFFIRMATIVE DETERMINATION, BID TEST COMPLIANCE, FIRM QUOTE COMPLIANCE, OATS, RULES RELATING TO CHINESE WALLS, AND BOOKS AND RECORDS WITHIN 60 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NAC. Summary: FAILED TO MAKE AND KEEP A COPY OF THE CONFIRMATION OF THE SALE OF SECURITIES FOR THE ACCOUNT OF A CUSTOMER; FAILED TO SHOW THE CONTRA SIDE EXECUTING BROKER ON THE MEMORANDA OF BROKERAGE ORDERS; THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS, NASD RULES CONCERNING REGISTRATION AND QUALIFICATIONS, LIMIT ORDER DISPLAY, LIMIT ORDER PROTECTION, BEST EXECUTION, SEC RULES 11AC1-5 AND 11AC1-6, ANTI-INTIMIDATION/COORDINATION, TRADE REPORTING, SALE TRANSACTIONS, OTHER TRADING RULES, AFFIRMATIVE DETERMINATION, BID TEST COMPLIANCE, FIRM QUOTE COMPLIANCE, OATS, RULES RELATING TO CHINESE WALLS, AND BOOKS AND RECORDS.

Allegations: FROM NOVEMBER 27, 2002 THROUGH FEBRUARY 25, 2005, THE FIRM FAIL TO DESIGNATE A CONTROL PERSON FOR THE STATE OF TEXAS Status: Final Sanction Detail: PURSUANT TO SECTION 23-1 OF THE TEXAS SECURITIES ACT, AEGIS CAPITAL CORPORATION WAS ASSESSED AN ADMINISTRATIVE FINE IN THE AMOUNT OF $3,500. Summary: PURSUANT TO SECTION 23-1 OF THE TEXAS SECURITIES ACT, AEGIS CAPITAL CORPORATION WAS ASSESSED AN ADMINISTRATIVE FINE IN THE AMOUNT OF $3,500.

Allegations: FROM FEB. 6 THOUGH FEB. 14, 2002 THE FIRM PUBLISHED 14 QUOTES FOR TLON AND DID NOT HAVE IN ITS RECORDS DOCUMENTS REQUIRED BY SEC 15C2-11(A). THIS ALSO CONSITUTED A VIOLATION OF NASD RULE 2110. OF 488 TRANSACTIONS REVIEWED, THE FIRM FAILED TO REPORT WITHIN 90 SECONDS THROUGH ACT 299 WHICH CONSTITUTED A VIOLATION OF NASD MARKET PLACE RULE 6620(A). OF THE 488 TRANSACTIONS REVEIWED THE FIRM INCORRECTELY DESIGNATED 17 TRANSACTIONS WITH A ".T" MODIFIER WHICH CONSTITUTED A VIOLATION OF NASD MARKET PLACE RULE 6620(A)(3). Status: Final Sanction Detail: 20000 FINE Summary: $5000 FINE FOR VIOLATION OF SEC 15C2-11 AND NASD MARKET PLACE RULE 6740; $5000 FOR SUPERVISORY VIOLATIONS; $5000 FOR ACCEPT/DECLINE VIOLATIONS; $5000 FOR LATE TRADE REPORTING

Allegations: PURSUANT TO SEC RULE 15C3-1, ON FRIDAY, FEBRUARY 28, 2003, AEGIS' MINIMUM NET CAPITAL REQUIREMENT WAS $575,000. HOWEVER, WHILE CONDUCTING A SECURITIES BUSINESS ON FEBRUARY 28, 2003, AEGIS HAD NET CAPITAL IN THE AMOUNT OF $559,409, WITH A NET CAPITAL DEFICIENCY OF $15,591. AEGIS WAS FOUND TO BE IN VIOLATION OF MSRB RULE G-14 BY NOT ENSURING THAT THEIR CLEARING AGENT ACCURATELY REPORTED MUNICIPAL TRANSACTIONS. Status: Final Sanction Detail: FINE PAID $4,000.00 Summary: AWC WAS ACCEPTED AND CHECK WAS PAID ON APRIL 15, 2004

Allegations: ON 74 OCCASIONS BETWEEN OCT 1, 2001 THROUGH DECEMBER 31, 2001 AEGIS FAILED TO IMMEDIATELY DISPLAY CUSTOMER LIMIT ORDERS IN ITS PUBLIC QUOTATION Status: Final Sanction Detail: TOTAL FINE IS $5,000.00 Summary: TOTAL FINE IS $5,000.00

Allegations: BACKING AWAY FROM PUBLISHED QUOTES Status: Final Sanction Detail: FIRM AGREED TO PAY FINE OF 5000.00 Summary: FIRM AGREED TO PAY FINE OF 5000.00

Allegations: AEGIS ENTERED BID OR ASK QUOTATIONS WHICH CAUSED A LOCKED OR CROSSED MARKET CONDITION ON 14 OCCASIONS BETWEEN 4/1/01 AND 6/30/01. AEGIS WAS A PARTY TO 191 LOCKED OR CROSSED MARKET CONDITIONS BETWEEN 9:20 A.M. AND 9:29:59 A.M. FROM 4/1/01 TO 6/30/01 AND FAILED TO COMPLY WITH A TRADE-OR-MOVE MESSAGE. Status: Final Sanction Detail: FIRM WAS CENSURED AND FINED $35,000 Summary: FIRM WAS CENSURED AND FINED $35,000

Allegations: INFRACTIONS OF NASD RULES 2110,3010,4642 AND SEC RULE 10B-10 Status: Final Sanction Detail: FIRM IS PAYING THE FINE OF $40,000.00 IN MONTHLY INSTALLMENTS THE FIRST BEING ON 9/1/2001. Summary: THIS ACTION HAS BEEN CLOSED. THE FIRM IS PAYING THE FINE IN MONTHLY INSTALLMENTS AND HAS UPDATED ITS WRITTEN SUPERVISORY PROCEDURES AS REQUIRED BY NASD

Allegations: MSRB RULE G-14 - DURING THE PERIOD OF FEBRUARY 1, 2005 THROUGH APRIL 30, 2005, AEGIS CAPITAL CORP. ENGAGED IN 73 MUNICIPAL SECURITIES TRANSACTIONS. A REVIEW OF 33 OF THESE TRANSACTIONS REVEALED THAT THE FIRM FAILED TO TIMELY REPORT 10 OF THE TRANSACTIONS TO THE MUNICIPAL SECURITIES RULEMAKING BOARD. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, AEGIS CAPITAL CORP. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE THE FIRM IS CENSURED AND FINED $7,500. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, AEGIS CAPITAL CORP. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE THE FIRM IS CENSURED AND FINED $7,500.

Allegations: THE DIVISION ALLEGES AEGIS VIOLATED SECTION 13.1-506(5) OF THE VIRGINIA SECURITIES. Status: Final Sanction Detail: FINE PAID ON 09/02/2013 IN THE AMOUNT OF $4,500.00. Summary: AEGIS WAS A SELECTED DEALER IN CONNECTION WITH A BEST EFFORTS COMMON STOCK OFFERING BY AN ISSUER, IRON EAGLE GROUP, INC. THE DIVISION REQUESTED THAT AEGIS PROVIDE IT WITH DOCUMENTS RELATING TO ALL VIRGINIA INVESTORS IN THE OFFERING. IT IS IMPORTANT TO NOTE THAT AEGIS DID NOT MAKE ANY SALES TO ANY VIRGINIA RESIDENTS AND THEREFORE THERE WERE NO RESPONSIVE DOCUMENTS TO SO PROVIDE. THE DIVISION ALLEGED THAT AEGIS DID NOT TIMELY NOTIFY IT THAT THERE WAS NO SALES ACTIVITY IN VIRGINIA. ON THE ADVICE OF COUNSEL, AEGIS, WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, AGREED TO RESOLVE THE MATTER WITH THE DIVISION BY PAYING A MONETARY FINE.

Allegations: SEC ADMIN RELEASE 34-82956 / MARCH 28, 2018: THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMS IT APPROPRIATE THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED PURSUANT TO SECTIONS 15(B) AND 21C OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AND SECTION 203(E) OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT") AGAINST AEGIS CAPITAL CORPORATION ("AEGIS" OR "RESPONDENT"). THE COMMISSION FINDS THAT FROM AT LEAST LATE 2012 THROUGH EARLY 2014, AEGIS, A REGISTERED BROKER-DEALER, FAILED TO FILE SUSPICIOUS ACTIVITY REPORTS ("SARS") ON HUNDREDS OF TRANSACTIONS WHEN IT KNEW, SUSPECTED, OR HAD REASON TO SUSPECT THAT THE TRANSACTIONS INVOLVED THE USE OF THE BROKER-DEALER TO FACILITATE FRAUDULENT ACTIVITY OR HAD NO BUSINESS OR APPARENT LAWFUL PURPOSE. MANY OF THE TRANSACTIONS INVOLVED RED FLAGS OF POTENTIAL MARKET MANIPULATION, INCLUDING HIGH TRADING VOLUME IN COMPANIES WITH LITTLE OR NO BUSINESS ACTIVITY DURING A TIME OF SIMULTANEOUS PROMOTIONAL ACTIVITY. AEGIS DID NOT FILE SARS ON THESE TRANSACTIONS EVEN WHEN IT SPECIFICALLY IDENTIFIED AML RED FLAGS IMPLICATED BY THESE TRANSACTIONS IN ITS WRITTEN SUPERVISORY PROCEDURES. ALTHOUGH AEGIS HAD WRITTEN SUPERVISORY PROCEDURES CONCERNING AML COMPLIANCE, THE FIRM'S INTERNAL TRADE REVIEW MECHANISMS TO IDENTIFY THE AML RED FLAGS LISTED IN ITS WRITTEN SUPERVISORY PROCEDURES WERE INEFFECTIVE. FOR EXAMPLE, THE TRADING SURVEILLANCE SYSTEM USED BY AEGIS WAS INEFFECTIVE AS IT DID NOT ANALYZE LOW-PRICED SECURITIES TRANSACTIONS IN DELIVERY VERSUS PAYMENT/RECEIVE VERSUS PAYMENT ACCOUNTS ("DVP/RVP"). AEGIS' FAILURE TO FILE SARS WENT BEYOND ITS INADEQUATE SYSTEMS TO SURVEIL FOR SUSPICIOUS ACTIVITY. THROUGHOUT THE RELEVANT PERIOD, SENIOR AEGIS PERSONNEL BECAME AWARE OF TRANSACTIONS THAT EXHIBITED NUMEROUS AML RED FLAGS THROUGH ALERTS FROM ITS CLEARING FIRM (HEREINAFTER DEFINED AS "AML ALERTS"). ALL OF THESE AML ALERTS WERE SENT DIRECTLY TO AEGIS' AML COMPLIANCE OFFICERS ("AML COS") WHO WERE (I) PER AEGIS' WRITTEN SUPERVISORY PROCEDURES, RESPONSIBLE FOR FILING SARS ON THE FIRM'S BEHALF AND (II) THE PRIMARY POINT OF CONTACT FOR THE CLEARING FIRMS AS IT RELATED TO SUSPICIOUS ACTIVITY. ALTHOUGH THE AML ALERTS RAISED MANY RED FLAGS - INCLUDING MANY RED FLAGS LISTED IN AEGIS' WRITTEN SUPERVISORY PROCEDURES AS EXAMPLES OF SUSPICIOUS ACTIVITIES - AEGIS DID NOT FILE SARS REGARDING THESE TRANSACTIONS. IN FACT, AEGIS DID NOT CREATE WRITTEN ANALYSES OR COMPILE OTHER RECORDS INDICATING THAT IT HAD CONSIDERED FILING SARS. RATHER, AEGIS CLOSED SOME ACCOUNTS DUE AT LEAST IN PART TO SUSPICIOUS ACTIVITY WHILE NEGLECTING TO FILE A SAR FOR THAT ACTIVITY AND DID NOT INVESTIGATE WHY ITS OWN SURVEILLANCE SYSTEMS FAILED TO DETECT THE SUSPICIOUS ACTIVITY. AS A RESULT, AEGIS WILLFULLY VIOLATED EXCHANGE ACT SECTION 17(A) AND RULE 17A-8 THEREUNDER. Status: Final Sanction Detail: AEGIS IS CENSURED AND ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-8 THEREUNDER. AEGIS SHALL PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $750,000 TO THE SECURITIES AND EXCHANGE COMMISSION. AEGIS PAID A PORTION OF THE FINE ON 04/04/2018 AND BALANCE WILL BE PAID IN SUBSEQUENT INSTALLMENTS. AEGIS WILL COMPLY WITH UNDERTAKINGS. Summary: ON THE ADVICE OF COUNSEL THE FIRM AGREED TO RESOLVE THE MATTER. IT IS IMPORTANT TO NOTE THAT THE MATTER (I) RELATED TO ONLY 7 DVP ACCOUNTS, ALL OF WHICH HAVE BEEN CLOSED FOR YEARS; (II) NO RETAIL CUSTOMERS WERE INVOLVED NOR WERE ANY CUSTOMERS OF THE FIRM HARMED; (III) THE UNDERLYING ACTIVITY TOOK PLACE MORE THAN 4 YEARS EARLIER; (IV) THE FIRM HAS LONG SINCE EXITED THIS LINE OF BUSINESS; AND (V) THE BROKERS INVOLVED ARE NO LONGER WITH THE FIRM.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO PROVIDE TIMELY INIFORMATION TO FINRA IN SEPARATE REQUESTS. Status: Final Sanction Detail: FINE PAID IN THE AMOUNT OF $50,000.00 ON 5/29/2014. Summary: FINRA CONSIDERED ALL OF THE FACTS AND CIRCUMSTANCES RELATED TO THE FIRM'S CONDUCT DURING THE REVIEW PERIOD, INCLUDING, BUT NOT LIMITED TO, THE SUBSTANTIVE REMEDIAL STEPS TAKEN BY THE FIRM TO ENSURE THAT THE FIRM'S RESPONSES TO ALL REGULATORY INQUIRIES AND REQUESTS ARE PROVIDED ON OR BEFORE THE DUE DATE, INCLUSIVE OF ANY EXTENSIONS.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO REPORT OR TIMELY REPORT CERTAIN TRACE-ELIGIBLE SECURITIES OR TO PROVIDE EVIDENCE OF SUPERVISORY REVIEW OF CERTAIN TRACE REPORTING CARDS; THAT IT FAILED TO REPORT CERTAIN REPORTABLE ORDER EVENTS TO OATS OR TO PROVIDE EVIDENCE OF SUPERVISORY REVIEW OF CERTAIN OATS REPORT CARDS; AND THAT IT FAILED TO ASCERTAIN THE BEST INTER-DEALER MARKET FOR CERTAIN TRANSACTIONS Status: Final Sanction Detail: THE FIRM AGREED TO PAY THE MONETARY SANCTION IN THE AMOUNT OF $50,000.00, PAID ON 07/10/2014.

Allegations: WITHOUT ADMITTING OR DENYING FINRA'S FINDINGS, FOR THE PURPOSE OF SETTLEMENT, THE FIRM CONSENTED TO THE FOLLOWING FINDINGS: A) THE FIRM SUBMITTED CERTAIN NEW ORDER REPORTS TO OATS THAT CONTAINED INACCURATE, INCOMPLETE, OR IMPROPERLY FORMATTED DATA; AND B) THE FIRM FAILED TO EXECUTE CERTAIN CUSTOMER ORDERS FULLY AND PROMPTLY, AND, IN SOME OF THOSE INSTANCES, FAILED TO ASCERTAIN THE BEST INTER-DEALER MARKET PRICE. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND RESTITUTION. ON JANUARY 21, 2016, THE FIRM DELIVERED THE FINE AMOUNT TO FINRA. THE FIRM IS ALSO TO MAKE RESTITUTION IN THE AMOUNT OF $1,194.89 PLUS INTEREST WITHIN 120 DAYS AFTER ACCEPTANCE OF THIS AWC.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE A SUPERVISORY SYSTEM, INCLUDING WSPS, REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE SUITABILITY REQUIREMENTS OF FINRA RULE 2111 AS IT PERTAINS TO EXCESSIVE TRADING. THE FINDING STATED THAT THE FIRM USED BOILERPLATE WSPS PREPARED BY AN OUTSIDE VENDOR FOR SUPERVISION OF REGISTERED REPRESENTATIVES' TRADING IN CUSTOMER ACCOUNTS. THE FIRM'S WSPS INSTRUCTED ITS BRANCH MANAGERS TO MONITOR TRADING FOR SUITABILITY ISSUES DURING THEIR DAILY REVIEW OF ITS TRADE BLOTTERS, BUT DID NOT EXPLAIN HOW THE FIRM'S SUPERVISORS SHOULD CONDUCT THE DAILY TRADE REVIEW OR USE THE TRADE BLOTTERS AND OTHER AVAILABLE CUSTOMER INFORMATION TO IDENTIFY POTENTIALLY UNSUITABLE OR EXCESSIVE TRADING IN CUSTOMER ACCOUNTS. THE FIRM'S TRADE BLOTTERS WERE NOT DESIGNED TO FLAG EXCESSIVE TRADING ACTIVITY, AS THEY DID NOT SHOW THE TRADING HISTORY IN AN ACCOUNT, OR THE HOLDING PERIOD BETWEEN BUYS AND SELLS IN THE SAME SECURITY. EXCEPTION REPORTS WERE ACTIVE AND VIEWABLE IN THE TRADE REVIEW SYSTEM THAT THE FIRM SUPERVISORS USED TO CONDUCT DAILY TRADE REVIEWS. HOWEVER, FOR MOST OF THE RELEVANT PERIOD, THE FIRM'S WSPS DID NOT REFERENCE THE EXCEPTION REPORTS OR REQUIRE ITS SUPERVISORS TO REVIEW AND ADDRESS THEM. THE FIRM FAILED TO TAKE REASONABLE STEPS TO INVESTIGATE NUMEROUS RED FLAGS OF POTENTIALLY EXCESSIVE AND UNSUITABLE TRADING BY ITS REPRESENTATIVES. INSTEAD, THE FIRM AND ITS SUPERVISORS SENT DISCLOSURE LETTERS DESIGNED TO DOCUMENT A CUSTOMER'S GENERAL ACKNOWLEDGEMENT OF THE TRADING IN THEIR ACCOUNTS AND THE TRADING COSTS THEY INCURRED. HOWEVER, THE LETTERS DID NOT INCLUDE THE ACTUAL COSTS OF THE TRADING, THE COSTS INCURRED DUE TO THE USE OF MARGIN, OR EXPLAIN WHAT TRADES (OR SERIES OF TRADES) PROMPTED THE FIRM TO ISSUE THE LETTER. AS A RESULT, THE FIRM FAILED TO IDENTIFY TRADING IN HUNDREDS OF CUSTOMER ACCOUNTS THAT WAS POTENTIALLY EXCESSIVE AND UNSUITABLE, INCLUDING TRADING CONDUCTED BY FIRM REPRESENTATIVES IN TWO BRANCHES WHOSE TRADING IN THE ACCOUNTS OF FIRM CUSTOMERS RESULTED COMBINED CUSTOMER COSTS (INCLUDING COMMISSIONS, MARKUPS OR MARKDOWNS, MARGIN INTEREST AND FEES) OF MORE THAN $2.9 MILLION, AND CUMULATIVE LOSSES OF $4.6 MILLION. THE FINDINGS ALSO INCLUDED THAT THE FIRM FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE A SUPERVISORY SYSTEM, INCLUDING WSPS, REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE SUITABILITY REQUIREMENTS OF FINRA RULE 2111 WHEN SELLING LEVERAGED, INVERSE, AND INVERSE-LEVERAGED EXCHANGE-TRADED FUNDS (NON-TRADITIONAL ETFS) TO RETAIL CUSTOMERS. AS A RESULT, THE FIRM FAILED TO IDENTIFY CUSTOMERS WHO PURCHASED AND HELD NON-TRADITIONAL ETFS FOR EXTENDED PERIODS OF TIME, OR WHOSE PURCHASE WAS INCONSISTENT WITH THEIR RECORDED INVESTMENT OBJECTIVE, RISK TOLERANCE OR FINANCES. Status: Final Sanction Detail: THE FIRM WAS CENSURED, FINED $1,050,000.00, REQUIRED TO PAY RESTITUTION OF $1,692,256.44, AND UNDERTAKES TO ESTABLISH SUPERVISORY SYSTEMS AND WSPS REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS, REGULATIONS, AND NASD AND FINRA RULES ADDRESSED IN THIS AWC. THE AMOUNT OF RESTITUTION THE FIRM IS REQUIRED TO PAY HAS BEEN REDUCED BY SUMS THAT IT PREVIOUSLY PAID TO CUSTOMERS. AN INSTALLMENT PLAN WAS ACCEPTED BY FINRA ON 12/01/2021. THE FIRM AGREED TO PAY 25%, THE REMAINING BALANCE WILL BE PAYED IN EQUAL PAYMENTS OVER 47 MONTHS.

Allegations: CONSENT ORDER ENTERED 4/27/2012 ALLEGING THAT THE FIRM FAILED TO COMPLY WITH RECORDKEEPING REQUIREMENTS BY NOT INCLUDING ON A PRELIMINARY TRADE NOTIFICATION THE AMOUNT OF THE MARKUP CHARGED ON PRINCIPAL TRANSACTIONS. Status: Final Sanction Detail: THE CONSENT ORDER FINED THE FIRM $15,000 AND DIRECTED THAT IT CEASE AND DESIST FROM ENGAGING IN VIOLATIVE CONDUCT.

Allegations: BETWEEN OCTOBER 1, 2021 AND SEPTEMBER 1, 2022, AEGIS CAPITAL CORP. ALLEGEDLY FAILED TO SUBMIT THREE PERIODIC REPORTS RELATED TO A PLAN OF HEIGHTENED SUPERVISION FOR A BROKER-DEALER AGENT IN VIOLATION OF SECTION 409.4-411(C)(1)RSMO AND 15 CSR 30-51.120. Status: Final Sanction Detail: RESPONDENT, ITS AGENTS, EMPLOYEES AND SERVANTS, AND ALL OTHER PERSONS PARTICIPATING IN THE ABOVE-DESCRIBED ALLEGED VIOLATIONS WITH KNOWLEDGE OF THIS ORDER SHALL CEASE AND DESIST FROM ENGAGING IN ANY FURTHER VIOLATIONS OF 409.4-411(C)(1), RSMO. AND 15 CSR 30-51.120; RESPONDENT SHALL PAY $7,500 TO THE MISSOURI SECRETARY OF STATE INVESTOR EDUCATION AND PROTECTION FUND. THIS AMOUNT IS DUE UPON EXECUTION OF THIS ORDER AND SHALL BE MADE PAYABLE TO THE MISSOURI SECRETARY OF STATE'S INVESTOR EDUCATION AND PROTECTION FUND AND SENT TO THE MISSOURI SECURITIES DIVISION; RESPONDENT, ITS AGENTS, EMPLOYEES AND SERVANTS, AND ALL OTHERS SUBJECT TO THIS ORDER SHALL ADEQUATELY SUPERVISE AND COMPLY WITH REGISTRATION CONDITIONS REQUIRED BY THE COMMISSIONER UNDER THE ACT; AND RESPONDENT SHALL PAY ITS OWN COSTS AND ATTORNEYS' FEES WITH RESPECT TO THIS MATTER. Summary: WITHOUT ADMITTING ANY FACTS OR FINDINGS, AEGIS AGREED TO A CONSENT ORDER FOR A BOOKS AND RECORDS VIOLATION UNDER SECTION 409.4-411(C)(1) AND 15 CFR 30-51.120 RELATING TO THE ALLEGED FAILURE TO SUBMIT THREE PERIODIC REPORTS IN CONNECTION WITH A HEIGHTENED SUPERVISION PLAN FOR A FORMER REGISTERED REPRESENTATIVE.

Allegations: DIVISION ALLEGED THE FIRM DID NOT FOLLOW WSP'S RELATING TO THE CONTENT OF AN ADVERTISEMENT OF A CERTIFICATE OF DEPOSIT AND THE PAYMENT OF SAME BY A D/B/A OWNED BY AN ASSOCIATE PERSON Status: Final Sanction Detail: FINE PAID IN THE AMOUNT OF $15,000.00 ON 09/23/2013 Summary: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, AND ON THE ADVICE OF COUNSEL, THE FIRM AGREED TO RESOLVE THE MATTER WITH THE DIVISION BY PAYING A MONETARY FINE

Allegations: FOR CERTAIN TRANSACTIONS DURING THE REVIEW PERIOD, THE FIRM DID NOT TIMELY REPORT, REPORTED INCORRECTLY, OR REPORTED TRANSACTIONS NOT REQUIRED TO BE REPORTED TO TRACE. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO A FINE OF $5000.

Allegations: THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION" OR "SEC") DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 ("SECURITIES ACT") AND SECTIONS 15(B) AND 21C OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT"), AND SECTION 203(E) OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT") AGAINST AEGIS CAPITAL CORP. ("AEGIS" OR "RESPONDENT"). THE COMMISSION FINDS THAT THESE PROCEEDINGS ARISE OUT OF UNSUITABLE RECOMMENDATIONS OF HIGHLY-COMPLEX VARIABLE INTEREST RATE STRUCTURED PRODUCTS ("VRSPS") BY CERTAIN AEGIS REGISTERED REPRESENTATIVES ("AEGIS RRS") TO FORTY-EIGHT-RETAIL CUSTOMERS ("CUSTOMERS"). IT ALSO RELATES TO AEGIS'S SUPERVISORY FAILURES RELATING TO UNAUTHORIZED TRADING AND MATERIAL MISSTATEMENTS AND OMISSIONS MADE BY AEGIS RRS CONCERNING THE VRSPS. ELEVEN AEGIS RRS IN AEGIS'S MELVILLE, NEW YORK BRANCH OFFICE ("MELVILLE BRANCH") AND THREE AEGIS RRS IN AEGIS'S BOCA RATON, FLORIDA BRANCH OFFICE ("BOCA BRANCH") RECOMMENDED VRSPS TO FORTY-EIGHT CUSTOMERS FOR WHOM THE INVESTMENTS WERE UNSUITABLE IN LIGHT OF EACH CUSTOMER'S INVESTOR PROFILE AND ACCOUNT INFORMATION. AN AEGIS RR IN THE BOCA BRANCH ("AEGIS RR1"), WHO ALSO WAS A MANAGING DIRECTOR, MADE AT LEAST 1,000 UNAUTHORIZED TRADES IN SEVEN CUSTOMERS' NON-DISCRETIONARY BROKERAGE ACCOUNTS BETWEEN SEPTEMBER 2015 AND MAY 2019. AEGIS RR1 AND ANOTHER AEGIS RR IN THE BOCA BRANCH ("AEGIS RR2") MADE MATERIAL MISSTATEMENTS AND OMISSIONS ABOUT THE VRSPS TO CUSTOMERS, FALSELY STATING, IN SUBSTANCE, THAT THE CUSTOMERS WERE GUARANTEED TO RECEIVE THEIR FULL INVESTED PRINCIPAL AT MATURITY FROM INVESTING IN VRSPS THAT, IN FACT, DID NOT GUARANTEE PRINCIPAL PROTECTION. AEGIS FAILED REASONABLY TO IMPLEMENT ITS: (1) WRITTEN SUPERVISORY PROCEDURES ("WSPS"); (2) STRUCTURED PRODUCTS PROCEDURES, INCLUDING THE TRAINING REQUIREMENTS FOR STRUCTURED PRODUCTS; AND (3) POLICIES AND PROCEDURES CONCERNING UNAUTHORIZED TRADING, ALL WITH A VIEW TO PREVENTING AND DETECTING AEGIS RRS'S VIOLATIONS OF SECTIONS 17(A) OF THE SECURITIES ACT AND SECTION 10(B) OF THE EXCHANGE ACT AND RULE 10B-5 PROMULGATED THEREUNDER. IN ADDITION, AEGIS ALSO FAILED TO CREATE CERTAIN REQUIRED RECORDS RELATING TO CUSTOMER ACCOUNTS. IN PARTICULAR, AEGIS FAILED TO MAKE AND KEEP CURRENT A RECORD, AS REQUIRED BY R ULE 17A-3(A)(17)(I)(B)(1) UNDER THE EXCHANGE ACT, INDICATING THAT IT FURNISHED TO EACH CUSTOMER, AT INTERVALS NO GREATER THAN THIRTY-SIX MONTHS, A COPY OF THE ACCOUNT RECORD OR AN ALTERNATE DOCUMENT WITH ALL INFORMATION REQUIRED BY RULE 17A-3(A)(17)(I)(A) UNDER THE EXCHANGE ACT, INCLUDING, AMONG OTHER THINGS, THE CUSTOMER'S ANNUAL INCOME AND NET WORTH, AND THE ACCOUNT'S INVESTMENT OBJECTIVES. FURTHER, AEGIS FAILED TO MAKE AND KEEP CURRENT A RECORD INDICATING THAT, FOR EACH CHANGE IN A CUSTOMER'S ACCOUNT INVESTMENT OBJECTIVES, AEGIS FURNISHED THE CUSTOMER WITH A COPY OF THE UPDATED ACCOUNT RECORD OR ALTERNATIVE DOCUMENT CONTAINING THE INFORMATION REQUIRED BY RULE 17A3(A)(17)(I)(B)(1) ON OR BEFORE THE THIRTIETH DAY AFTER RECEIVING NOTICE OF A CHANGE, AS REQUIRED BY RULE 17A-3(A)(17)(I)(B)(3). AS A RESULT OF THE FOREGOING, AEGIS WILLFULLY VIOLATED SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT AND EXCHANGE ACT SECTION 17(A)(1) AND RULES 17A-3(A)(17)(I)(B)(1) AND 17A3(A)(17)(I)(B)(3) PROMULGATED THEREUNDER; AND FAILED REASONABLY TO SUPERVISE AEGIS RRS WITH A VIEW TO PREVENTING AND DETECTING THEIR VIOLATIONS OF SECTIONS 17(A) OF THE SECURITIES ACT AND SECTION 10(B) OF THE EXCHANGE ACT AND RULE 10B-5 PROMULGATED THEREUNDER. Status: Final Sanction Detail: THE FIRM IS ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT AND SECTION 17(A)(1) OF THE EXCHANGE ACT AND RULES 17A-3(A)(17)(I)(B)(1) AND 17A-3(A)(17)(I)(B)(3) PROMULGATED THEREUNDER; CENSURED; SHALL WITHIN TEN (10) DAYS OF THE ENTRY OF THIS ORDER, PAY DISGORGEMENT OF $165,828 PLUS PREJUDGMENT INTEREST OF $55,037 AND A CIVIL MONEY PENALTY IN THE AMOUNT OF $2,300,000 TO THE SEC. THE COMMISSION WILL HOLD FUNDS PAID PURSUANT TO THIS PARAGRAPH IN AN ACCOUNT AT THE UNITED STATES TREASURY PENDING A DECISION WHETHER THE COMMISSION, IN ITS DISCRETION, WILL SEEK TO DISTRIBUTE FUNDS OR, TRANSFER THEM TO THE GENERAL FUND OF THE UNITED STATES TREASURY. Summary: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, ON THE ADVICE OF COUNSEL THE FIRM AGREED TO RESOLVE THE MATTER. IT IS IMPORTANT TO NOTE THAT THE CONDUCT CONCERNS A DISCONTINUED BUSINESS LINE AND INVOLVED A SMALL NUMBER OF REGISTERED REPRESENTATIVES. THE FIRM HAS CLOSED THE OFFICE AT WHICH THE SEC ALLEGED MOST OF THE CONDUCT OCCURRED.