Gladstone Institutional Advisory Llc

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, NEILL CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT HE CAUSED HIS MEMBER FIRM TO MAINTAIN INACCURATE BOOKS AND RECORDS BY CHANGING THE REPRESENTATIVE CODE FOR TRADES, CAUSING THE TRADE CONFIRMATIONS TO SHOW AN INACCURATE REPRESENTATIVE CODE. THE FINDINGS STATED THAT NEILL ENTERED INTO AN AGREEMENT THROUGH WHICH HE AGREED TO SERVICE CERTAIN CUSTOMER ACCOUNTS, INCLUDING EXECUTING TRADES FOR THOSE ACCOUNTS, UNDER A JOINT REPRESENTATIVE CODE THAT HE SHARED WITH THE ESTATE OF A RETIRED REPRESENTATIVE. THE AGREEMENT SET FORTH WHAT PERCENTAGES OF THE COMMISSIONS THE ESTATE OF THE RETIRED REPRESENTATIVE AND NEILL WOULD EARN ON TRADES PLACED USING THE JOINT REPRESENTATIVE CODE. NEILL PLACED TRADES IN ACCOUNTS THAT WERE COVERED BY THE AGREEMENT USING HIS OWN PERSONAL REPRESENTATIVE CODE. ALTHOUGH THE FIRM'S SYSTEM CORRECTLY PREPOPULATED THE TRADES WITH THE APPLICABLE JOINT REPRESENTATIVE CODE, NEILL CHANGED THE CODE FOR THE TRADES TO HIS PERSONAL REPRESENTATIVE CODE. NEILL DID SO BECAUSE HE MISTAKENLY BELIEVED THAT HIS AGREEMENT WITH THE ESTATE OF THE RETIRED REPRESENTATIVE DID NOT APPLY TO NEW ASSETS ADDED TO ACCOUNTS SUBJECT TO THE AGREEMENT AND THAT HE THEREFORE WAS AUTHORIZED TO ENTER THE TRADES USING HIS PERSONAL REPRESENTATIVE CODE. THE FIRM'S TRADE CONFIRMATIONS FOR THE TRADES INACCURATELY REFLECTED NEILL'S PERSONAL REPRESENTATIVE CODE. NEILL'S ACTIONS RESULTED IN HIS RECEIVING HIGHER COMMISSIONS FROM THE TRADES THAN WHAT HE WAS ENTITLED TO RECEIVE PURSUANT TO THE AGREEMENT. SUBSEQUENTLY, THE FIRM REIMBURSED THE ESTATE OF THE RETIRED REPRESENTATIVE. Status: Final Sanction Detail: SUSPENSION IN ALL CAPACITIES; STARTED 6/5/2023 - END DATE 7/4/2023 Summary: NEILL SUSPENDED IN ALL CAPACITIES

Allegations: TIRANA'S WAS SUSPENDED AFTER HE ENTERED INTO AN AWC WITH FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS THE VIOLATED THE SECURITIES ACT. HE WAS SUSPENDED BY FINRA IN ALL CAPACITIES FOR A PERIOD OF 3 MONTHS AND AGREED TO PAY A FINE IN THE AMOUNT OF $5,000. Status: Final Sanction Detail: THREE MONTH SUSPENSION BY FINRA; START DATE 2/21/2023 - END DATE 5/20/2023 Summary: MARYLAND CENSURED TIRANA BASED ON FINRA SUSPENSION/TIRANA'S AWC.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, TIRANA CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT HE FALSIFIED THE REPRESENTATIVE CODE FOR TRADES IN HIS MEMBER FIRM'S ORDER ENTRY SYSTEM, CAUSING THE FIRM'S TRADE CONFIRMATIONS TO SHOW AN INACCURATE REPRESENTATIVE CODE AND AS A RESULT, HE CAUSED THE FIRM TO MAINTAIN INACCURATE BOOKS AND RECORDS. THE FINDINGS STATED THAT TIRANA ENTERED INTO AN AGREEMENT THROUGH WHICH HE AGREED TO SERVICE CERTAIN CUSTOMER ACCOUNTS, INCLUDING EXECUTING TRADES FOR THOSE ACCOUNTS, UNDER A JOINT REPRESENTATIVE CODE THAT HE SHARED WITH A RETIRED REPRESENTATIVE. ALTHOUGH THE FIRM'S SYSTEM CORRECTLY PREPOPULATED THE TRADES WITH THE JOINT REPRESENTATIVE CODE, TIRANA ENTERED THE TRANSACTIONS UNDER HIS PERSONAL REPRESENTATIVE CODE THROUGH WHICH HE RECEIVED A HIGHER PERCENTAGE OF COMMISSIONS THAN WHAT HE WAS ENTITLED TO RECEIVE PURSUANT TO THE AGREEMENT. TIRANA MISTAKENLY BELIEVED THE REPRESENTATIVE HAD AGREED THAT HE COULD CHANGE THE REPRESENTATIVE CODE SO THAT TIRANA WOULD RECEIVE HIGHER PERCENTAGES OF COMMISSIONS IN ORDER TO INCREASE COMPENSATION HE PAID TO SUPPORT STAFF SERVICING THE CUSTOMER ACCOUNTS SUBJECT TO THE AGREEMENT. HOWEVER, TIRANA NEGLIGENTLY FAILED TO VERIFY WHETHER THE REPRESENTATIVE HAD AGREED THAT HE COULD CHANGE THE REPRESENTATIVE CODE IN THIS MANNER. THE FIRM PAID RESTITUTION OF APPROXIMATELY $24,000 TO THE REPRESENTATIVE, WHICH IS THE APPROXIMATE AMOUNT OF ADDITIONAL COMMISSIONS TIRANA RECEIVED AS A RESULT OF CHANGING THE REPRESENTATIVE CODE ON THE TRADES. Status: Final Sanction Detail: SUSPENSION IN ALL CAPACITIES; STARTED 2/21/2023 - END DATE 5/20/2023 Summary: TIRANA SUSPENDED IN ALL CAPACITIES.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, BRETTLER CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT HE CAUSED HIS MEMBER FIRM TO MAINTAIN INACCURATE BOOKS AND RECORDS BY FALSIFYING THE REPRESENTATIVE CODE FOR TRADES IN THE FIRM'S ORDER ENTRY SYSTEM, CAUSING THE FIRM'S TRADE CONFIRMATIONS TO SHOW AN INACCURATE REPRESENTATIVE CODE. THE FINDINGS STATED THAT BRETTLER ENTERED INTO AN AGREEMENT THROUGH WHICH HE AGREED TO SERVICE CERTAIN CUSTOMER ACCOUNTS, INCLUDING EXECUTING TRADES FOR THOSE ACCOUNTS, UNDER A JOINT REPRESENTATIVE CODE THAT HE SHARED WITH THE ESTATE OF A RETIRED REPRESENTATIVE. THE AGREEMENT SET FORTH WHAT PERCENTAGES OF THE COMMISSIONS BRETTLER AND THE ESTATE OF THE RETIRED REPRESENTATIVE EARNED ON TRADES PLACED USING THE JOINT REPRESENTATIVE CODE. ALTHOUGH THE FIRM'S SYSTEM PREPOPULATED THE TRADES WITH A JOINT REPRESENTATIVE CODE BRETTLER SHARED WITH THE ESTATE OF THE RETIRED REPRESENTATIVE, BRETTLER ENTERED THE TRANSACTIONS UNDER HIS PERSONAL REPRESENTATIVE CODE. BRETTLER FAILED TO VERIFY WHETHER THE TRANSACTIONS AT ISSUE WERE SUBJECT TO THE JOINT PRODUCTION AGREEMENT. IN ADDITION, BRETTLER DID NOT ASK THE ESTATE OF THE RETIRED REPRESENTATIVE WHETHER HE COULD CHANGE THE CODE ON THE TRADES AT ISSUE. AS A RESULT, THE FIRM'S TRADE CONFIRMATIONS INACCURATELY REFLECTED BRETTLER'S PERSONAL REPRESENTATIVE CODE INSTEAD OF THE JOINT REPRESENTATIVE CODE THAT BRETTLER SHARED WITH THE ESTATE OF THE RETIRED REPRESENTATIVE. BRETTLER'S ACTIONS RESULTED IN HIS RECEIVING HIGHER COMMISSIONS FROM THE TRADES THAN WHAT HE WAS ENTITLED TO RECEIVE PURSUANT TO THE AGREEMENT. THE FIRM HAS SINCE PAID RESTITUTION TO THE ESTATE OF THE RETIRED REPRESENTATIVE. BRETTLER REIMBURSED THE FIRM A TOTAL OF APPROXIMATELY $76,577, WHICH IS THE APPROXIMATE AMOUNT OF ADDITIONAL COMMISSIONS THAT BRETTLER RECEIVED AS A RESULT OF CHANGING THE REPRESENTATIVE CODE ON TRADES. Status: Final Sanction Detail: THREE MONTH SUSPENSION IN ALL CAPACITIES; START DATE 2/21/2023 - END DATE 5/20/2023 Summary: BRETTLER SUSPENDED IN ALL CAPACITIES.

Allegations: MATERIALITY OF OMISSIONS AND MISREPRESENTATIONS; BREACH OF FIDUCIARY DUTY; UNSUITABILITY; VIOLATION OF FINRA'S CONDUCT RULES; AND SECONDARY LIABILITY. Status: Final Sanction Detail: AFTER CONSIDERING THE PLEADINGS, THE TESTIMONY AND EVIDENCE PRESENTED AT THE HEARING, AND RESPONDENT'S POST-HEARING SUBMISSION, THE PANEL HAS DECIDED IN FULL AND FINAL RESOLUTION OF THE ISSUES SUBMITTED FOR DETERMINATION AS FOLLOWS: 1. RESPONDENT IS LIABLE FOR AND SHALL PAY TO CLAIMANTS COMPENSATORY DAMAGES IN THE AMOUNT OF $352,815.00. 2. CLAIMANTS' REQUEST FOR ATTORNEYS' FEES IS DENIED. 3. RESPONDENT'S REQUEST FOR EXPUNGEMENT OF THE CRD RECORDS OF UNNAMED PARTY BRYCE WILINSKI IS DENIED. 4. ANY AND ALL RELIEF NOT SPECIFICALLY ADDRESSED HEREIN, INCLUDING PUNITIVE AND CONSEQUENTIAL DAMAGES IS DENIED. Summary: AFTER CONSIDERING THE PLEADINGS, THE TESTIMONY AND EVIDENCE PRESENTED AT THE HEARING, AND RESPONDENT'S POST-HEARING SUBMISSION, THE PANEL HAS DECIDED IN FULL AND FINAL RESOLUTION OF THE ISSUES SUBMITTED FOR DETERMINATION AS FOLLOWS: 1. RESPONDENT IS LIABLE FOR AND SHALL PAY TO CLAIMANTS COMPENSATORY DAMAGES IN THE AMOUNT OF $352,815.00. 2. CLAIMANTS' REQUEST FOR ATTORNEYS' FEES IS DENIED. 3. RESPONDENT'S REQUEST FOR EXPUNGEMENT OF THE CRD RECORDS OF UNNAMED PARTY BRYCE WILINSKI IS DENIED. 4. ANY AND ALL RELIEF NOT SPECIFICALLY ADDRESSED HEREIN, INCLUDING PUNITIVE AND CONSEQUENTIAL DAMAGES IS DENIED.

Allegations: RESPONDENT UNITENTIONALLY VIOLATED 18 DEL. C SECTION 1719 IN THAT HE DID NOT REPORT "AN ADMINISTRATIVE ACTION TAKEN BY ANOTHER JURISDICTION" TO THE DELAWARE INSURANCE COMMISSIONER. Status: Final Sanction Detail: DELAWARE INSURANCE DEPARTMENT IMPOSED A MONETARY FINE OF $500 FOR NEILL FAILING TO DISCLOSE HIS FINRA SUSPENSION/AWC Summary: NEILL PAID FINE IN FULL 9/25/2023

Allegations: IN RESPONSE TO A FINRA SUSPENSION (DISCUSSED BELOW), THE CALIFORNIA DEPARTMENT OF INSURANCE SUSPENDED THE REGISTERED REP'S INSURANCE LICENSE FOR FOURTEEN DAYS FROM AUGUST 13, 2023 THROUGH AUGUST 25, 2023. ON JANUARY 31, 2023, IN CASE NO. 2020068689201, FINRA ACCEPTED REPRESENTATIVE'S AWC WHEREBY REPRESENTATIVE, WITHOUT ADMITTING OR DENYING THE AWC FINDINGS, CONSENTED TO THE IMPOSITION OF A THREE-MONTH SUSPENSION AND $5,000 FINE FOR VIOLATING FINRA RULES 4511 AND 2010. Status: Final Sanction Detail: SUSPENDED AS INSURANCE PRODUCER FOR A PERIOD OF 14 DAYS. FROM 8/13/2023 - 8/26/2023. Summary: INSURANCE COMMISSIONER OF THE STATE OF CALIFORNIA SUSPENDED BRETTLER IN HIS CAPACITY AS AN INSURANCE PRODUCER BASED ON FINRA SUSPENSION/BRETTLERS AWC.