Kerry Propper

Propper disclosed in FINRA Form U4 that he would serve as Executive Chairman of Chardan NexTech Acquisition Corp. (a SPAC underwritten by Chardan) with 'NO COMPENSATION, WILL BE AN INVESTOR' — simultaneously serving as ATW Partners managing partner

FINRA BrokerCheck (CRD# 2916505) Other Business Activities section states: 'CHARDAN NEXTECH ACQUISITION CORP F/K/A CHARDAN GLOBAL ACQUISITION CORP 2, INVESTMENT-RELATED, 17 STATE ST NYC, SPAC, EXECUTIVE CHAIRMAN, ASSIST WITH BUSINESS ACTIVITIES, START 1/8/2021, NO COMPENSATION, WILL BE AN INVESTOR, 6-10 HOURS MONTHLY ON THIS ACTIVITY, SOME OVERLAP DURING SECURITIES TRADING HOURS.' Chardan is the underwriter on the SPAC. ATW Partners is Propper's private investment fund.

Chardan NexTech Acquisition Corp S-1 discloses conflict of interest structure: Chardan is underwriter, sponsor is Chardan affiliate, and Propper is Chairman while also managing ATW Partners investment fund

Chardan NexTech Acquisition Corp S-1 (SEC filing, 2021): Kerry Propper listed as co-founder and Chairman. 'Since 2015, Mr. Propper has served as the chairman of Chardan's board of directors and is co-founder and managing partner of ATW Partners.' S-1 includes 'UNDERWRITING (CONFLICTS OF INTEREST)' section and acknowledges 'Chardan and our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business.' B. Riley Securities acted as 'qualified independent underwriter' due to Chardan's conflicts.

Chardan served as sole placement agent for Lion Group Holding's $600M facility from ATW Partners — confirmed Chardan-as-agent/ATW-as-investor pattern

PR Newswire 06/18/2025: 'Lion Group Holding Ltd. (Nasdaq: LGHL) announced it has secured a $600 million facility from ATW Partners to support the launch of its HYPE Treasury and on-chain initiative. Chardan acted as the sole placement agent in connection with the facility.' Subsequent closing in December 2025 also used Chardan as sole placement agent. ATW Partners Opportunities Management LLC holds Schedule 13G for LGHL (filed 2025-07-09).

Chardan acted as placement agent for Bit Origin's $100M convertible debt facility provided by ATW Partners — second confirmed Chardan-as-agent/ATW-as-investor transaction in 2025

Globe Newswire 07/17/2025: 'Bit Origin Ltd (NASDAQ: BTOG) secured $400M equity and $100M convertible debt. Chardan acted as the placement agent in connection with the funded facility from ATW Partners.' ATW Partners SZOP Multistrat Management has active 13D/G positions in small-cap companies.

Chardan serves as placement agent on Allbirds (BIRD) $50M senior secured convertible note to unnamed 'institutional investor'; investor identity not publicly disclosed as of 2026-04-16

Allbirds press release and PREM14A (filed 2026-04-15, accession 0001193125-26-155866) confirm: 'Chardan is serving as placement agent on the Facility.' The investor is referred to throughout as 'the Investor' with 4.99% ownership cap (extendable to 9.99%). The Investor has co-investment right of at least 55% in future financings for 24 months. Identity not disclosed in 8-K, press release, or PREM14A as of investigation date.

Kerry Propper: betweenness rank #1 (0.5574) — structural keystone bridging Chardan Capital Markets and all ATW entities; removing him disconnects the investor and placement-agent sides of every documented Chardan convertible deal

Kerry Propper holds betweenness centrality rank #1 (score 0.5574) across all 45 nodes in the Allbirds investigation graph — higher than even the primary subject Allbirds Inc. itself (0.4262). This means more shortest paths between other actors flow through Propper than through any other node. His 7 direct connections span: Chardan Capital Markets LLC (Chairman), ATW Partners LLC (Managing Partner), ATW Partners Opportunities Management LLC, ATW Digital Asset Opportunities VI LLC, Antonio Ruiz-Giménez, Jonas Grossman, and Chardan NexTech Acquisition Corp. As the sole person simultaneously controlling the placement agent (Chardan) and the undisclosed investor (ATW), Propper is the structural keystone of the Chardan/ATW pivot-deal machine. Removing him from the graph would split the network into disconnected components.

ATW Partners Opportunities Fund GP LLC lists June 2000 as start date on Propper's FINRA Form U4, suggesting predecessor investment fund operations began ~16 years before ATW Partners' publicly stated 2016 founding

FINRA BrokerCheck Other Business Activities: 'ATW PARTNERS GP LLC (START 1/20/16); ATW PARTNERS GP II LLC (START 5/2/17); ATW PARTNERS OPPORTUNITIES FUND GP LLC (START 6/2000); ATW PARTNERS OPPORTUNITIES FUND II GP LLC (START 10/6/21).' The 6/2000 start date for the Opportunities Fund GP predates ATW Partners' corporate founding (April 2016). This may indicate predecessor fund or entity structures.

Kerry Propper holds nonprofit leadership roles at genocide-focused humanitarian organizations: Secretary/Treasurer of Nadia's Initiative; Treasurer of Keep a Child Alive; Board Member of Yazda; Advisory Council member of International Crisis Group

IRS Form 990 data: Nadia's Initiative Inc (EIN 823855510) - Secretary and Treasurer 2023-2024; Keep a Child Alive Inc (EIN 731682844) - Treasurer 2023; Yazda (EIN 471722806) - Board Member 2023. Also: International Crisis Group Advisory Council, Digital Citizens Fund Executive Board, Voices of Rwanda Executive Board (Chardan website).

Kerry Propper de-registered as FINRA broker-dealer representative from Chardan Capital Markets in September 2025, but remains as Executive Chairman

FINRA BrokerCheck CRD# 2916505: 'This broker is not currently registered.' Registration at Chardan Capital Markets LLC listed as 03/2003 - 09/2025. As of September 2025, no active FINRA registration at any firm. Continues to hold non-registered executive role as Executive Chairman of Chardan.

SEC fined Chardan Capital Markets $1.9M for AML violations: failure to file Suspicious Activity Reports for 12.5 billion penny stock shares (2013-2014)

SEC press release 2018: Chardan Capital Markets fined $1.9M for failing to report suspicious penny stock liquidations for 7 customers in 2013-2014. AML officer Jerard Basmagy separately barred from industry for 3+ years and fined $15,000. Propper not named individually.

Chardan Capital Markets sanctioned by FINRA for research analyst conflict-of-interest supervision failures: 103 reports with 123 deficiencies (2013-2016)

FINRA Letter of Acceptance, Waiver and Consent, July 6, 2020. Chardan published 103+ research reports with 123 disclosure deficiencies regarding investment banking relationships. Failure to maintain supervisory system for research/IB conflict management (Special Equities Group). Penalty: Censure + $100,000 fine. Propper not named individually.

Kerry Propper de-registered from FINRA as broker-dealer rep in September 2025 — after LGHL and BTOG deals, before BIRD deal — structural re-positioning before BIRD transaction

Kerry Propper de-registered as a FINRA broker-dealer representative from Chardan Capital Markets in September 2025. His broker-dealer registration had been maintained through the LGHL ($600M, June 2025) and BTOG ($100M, July 2025) deals. Propper simultaneously serves as Managing Partner of ATW Partners — the entity that is the investor/counterparty in LGHL and likely BIRD. De-registration removes Propper from FINRA supervision as a registered rep while he continues as Chardan's chairman and ATW's managing partner. This means the placement agent principal is no longer a FINRA-registered individual while continuing to oversee deal placement. The BIRD PREM14A does not disclose this or Propper's dual role.

SYSTEMIC PATTERN: Chardan-ATW conflict architecture is structurally embedded in every Propper-affiliated deal — placement fee (2%) + investment returns flow to same beneficial owner through different legal entities

Kerry Propper is simultaneously: (1) Chairman of Chardan Capital Markets LLC (receives placement agent fee income — 2% of each deal), and (2) Co-founder and Managing Partner of ATW Partners LLC (receives investment returns from convertible notes). In every ATW-backed Chardan-placed deal, Propper benefits economically from both sides of the transaction. The only confirmed disclosure was ZOOZ 6-K (August 8, 2025), which named Propper explicitly as 'co-founder and Executive Chairman of Chardan Capital Markets, LLC.' LGHL F-3 (August 22, 2025 — 14 days later) did NOT disclose Chardan's involvement or Propper's dual role. LGHL 424B3 (December 2025) used only boilerplate conflict language without naming Chardan or Propper. BIRD PREM14A (April 15, 2026) names Chardan as placement agent but does not identify the investor or disclose Propper's dual role. Propper de-registered as a FINRA broker-dealer representative in September 2025 — possibly to reduce regulatory exposure while maintaining non-registered executive roles. The structure is not accidental: registered SPAC disclosure frameworks (Chardan NexTech S-1, 2021) explicitly flagged the conflict, proving Chardan's legal team is aware of the issue. Selective non-disclosure in LGHL and BIRD registration materials creates Securities Act Section 11/12 exposure.

ZOOZ 6-K (Aug 8, 2025): explicit Kerry Propper dual-role disclosure — co-founder + Executive Chairman of Chardan (placement agent) AND ATW managing member (investor) — benchmark LGHL failed to match

ZOOZ 6-K (accession 0001641172-25-022793, CIK 0001992818) contains explicit Kerry Propper dual-role disclosure: 'Kerry Propper is a managing member of the entity that is the manager of ATW and is also an indirect investor in such entity. Mr. Propper is also a co-founder and the Executive Chairman of Chardan, which is acting as our placement agent in connection with the Private Placement and is the Company's sales agent with respect to its existing at-the-market offering facility. Mr. Propper does not have voting or dispositive power over any securities that Chardan may receive as the Company's placement agent.' This sets the disclosure standard that LGHL failed to meet in its contemporaneous and subsequent filings.