WASHINGTON - eTradeWire -- WASHINGTON, D.C. – Just days after Cogent Communications Holdings, Inc. closed a $174.4 million IPv4 securitization deal, new legal evidence suggests CEO David Schaeffer may have committed perjury by signing offering documents while allegedly concealing federal exposure. This may constitute violations of Sarbanes-Oxley and 18 U.S.C. § 1001, which prohibits false statements in matters under U.S. government jurisdiction.

A 137-page whistleblower report—submitted to the DOJ, FBI, SEC, IRS-CI, and FINRA—outlines a 22-year pattern of concealment stemming from Cogent's 2003 acquisition of Fiber Network Solutions, Inc. (FNSI). At the time, FNSI's co-founder, David J. Koch, was incapacitated and expected to die. He was unlawfully stripped of control and his 1.2 million shares.

Between March 14–19, 2025, four legal notices were sent to Cogent, identifying multiple federal investigations and warning of legal consequences. Cogent's Chief Legal Officer acknowledged receipt but has since remained silent. A final memorandum was sent to Cogent's Board, warning of felony liability and risk of D&O insurance denial.

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Cogent made no disclosure of the active investigation in its April 4 offering documents, SEC filings, or investor materials—then finalized the deal on April 11.

Eleven Questions Cogent Must Now Answer:

1. Why was the federal whistleblower investigation not disclosed before closing the deal?

2. Did the Board review any of the notices before authorizing the transaction?

3. Why has John Chang stayed silent after confirming receipt?

4. Were any internal compliance procedures triggered?

5. Why is the 2003 FNSI acquisition omitted from Cogent's IPO and all SEC filings?

6. Why was it buried in Exhibit 2.5 with no shareholder or governance records?

SEC Link: https://www.sec.gov/Archives/edgar/data/1158324/000104746903011242/a2106111zex-2_5.htm

7. Were D&O insurers or investors informed—and if not, is that insurance fraud?

8. What discussions occurred with Wilmington Trust before closing?

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9. Did any Cogent insiders attempt to suppress or destroy key records?

10. Has Cogent launched an internal investigation—and will results be shared?

11. Why did leadership reject quiet resolution? Was the truth too damaging?

"This deal was buried in an 8-K with no press release—just like they buried FNSI in 2003," said Koch. "No records, no shareholder data, no schedules. Every disclosure that mattered was omitted."

"It was my company's stolen infrastructure and IP that built Cogent into what it is today."

A spokesperson added: "This isn't just about 2003. It's about a two-decade cover-up—and the executives who kept it hidden. If they had acted ethically, none of this would be public. The cover-up is now the crime."