Noble Capital Markets Sanctioned for Supervisory Failures in Private Placement Offerings
The White Law Group is investigating potential claims involving Noble Capital Markets, Inc. and its supervision of private placement offerings.
On July 31, 2025, FINRA issued an AWC (Acceptance, Waiver and Consent) sanctioning Noble Capital Markets, Inc. for failing to establish, maintain, and enforce a supervisory system reasonably designed to comply with federal securities laws governing general solicitation in private placements.
According to the findings, between September 2019 and January 2020, Noble allegedly violated FINRA Rules 3110 and 2010 by permitting a registered representative to engage in improper general solicitation of investors in connection with two Regulation D private placements. Without admitting or denying the findings, Noble consented to a censure and a $45,000 fine.
FINRA’s Findings: Improper General Solicitation & Inadequate Supervision
The AWC states that Noble’s written supervisory procedures (WSPs) during the relevant period were not reasonably designed to ensure compliance with Section 5 of the Securities Act of 1933, particularly Rule 506(b) of Regulation D. This rule prohibits issuers (and their agents) from engaging in general solicitation or advertising when offering securities under this exemption.
Allegations of Key Issues identified in the AWC include:
- Noble’s WSPs failed to address Rule 506(b) altogether and incorrectly allowed general solicitation as long as suitability was met.
- The firm did not implement procedures to ensure that prospective investors had a pre-existing, substantive relationship with Noble prior to being solicited.
- A registered representative cold-called over 40 individuals using public and third-party contact information—none of whom had any prior relationship with Noble.
- Seven investors ultimately invested $775,000 in one of the private offerings.
- Noble failed to detect or respond to red flags indicating these improper solicitations.
Although Noble revised its WSPs in January 2020 to address these compliance issues, the firm’s alleged failures during the offering period exposed investors to potential regulatory and financial risks.
The Risks of Regulation D Private Placements
Private placement investments, such as those offered under Regulation D (Reg D) exemptions, are often marketed as exclusive opportunities with high return potential. However, they can carry substantial risks, especially for retail investors:
- Lack of liquidity – Private placements are not traded on public exchanges and are often illiquid for years.
- High commissions and fees – These products typically carry hefty commissions for brokers, which may create conflicts of interest.
- Limited transparency – Investors may receive limited information and disclosures compared to publicly traded investments.
- Fraud or misconduct – Weak supervisory systems can open the door to improper sales practices or even outright fraud.
When brokerage firms like Noble Capital Markets fail to reasonably supervise their registered representatives, investors may suffer significant financial losses.
FINRA Arbitration: Recovering Investment Losses
If you invested in a private placement offering recommended by Noble Capital Markets or another brokerage firm and have concerns about how the investment was sold to you, you may be able to recover losses through FINRA arbitration.
FINRA (the Financial Industry Regulatory Authority) allows investors to file arbitration claims when they believe they were the victim of:
- Unsuitable investment recommendations
- Misrepresentations or omissions
- Improper solicitation
- Failure to conduct due diligence
- Lack of supervision
The White Law Group has handled over 800 FINRA arbitration claims on behalf of investors across the country. Our securities fraud attorneys are experienced in representing investors in cases involving Reg D private placements and broker-dealer misconduct.
Free Consultation with a Securities Attorney
If you suffered losses investing in a private placement offering with Noble Capital Markets or believe you were improperly solicited, contact The White Law Group at 888-637-5510 for a free consultation. We represent investors nationwide in claims against brokerage firms and financial advisors.
To learn more about FINRA arbitration and your rights as an investor, visit www.whitesecuritieslaw.com.
FAQs about Noble Capital Markets and Private Placement Risks
1. What is the Rule 506(b) exemption under Regulation D?
Rule 506(b) allows issuers to raise unlimited capital through private placements without registering with the SEC, but they cannot engage in general solicitation or advertising, and sales must be made to investors with whom the issuer (or intermediary) has a pre-existing, substantive relationship.
2. Can I sue Noble Capital Markets for investment losses in a private placement?
While you may not file a lawsuit in court, you can likely pursue a FINRA arbitration claim against Noble Capital Markets if you believe the firm failed to supervise your advisor or misrepresented a private placement investment.
3. How long do I have to file a FINRA arbitration claim?
Generally, FINRA arbitration claims must be filed within six years of the event giving rise to the claim. However, it’s best to consult an experienced securities attorney as soon as you suspect wrongdoing.
Last modified: August 5, 2025