Full Opinion

Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 1 FILED United States Court of Appeals Tenth Circuit PUBLISH October 14, 2026 UNITED STATES COURT OF APPEALS Christopher M. Wolpert FOR THE TENTH CIRCUIT Clerk of Court _________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Plaintiff - Appellee, v. No. 24-1235 REVEN HOLDINGS, INC., d/b/a REVEN PHARMACEUTICALS; REVEN PHARMACEUTICALS, INC.; BRIAN D. DENOMME; PETER B. LANGE; MICHAEL A. VOLK, Defendants - Appellants, and REVEN, LLC; REVEN IP HOLDCO, LLC; REVEN ONCOLOGY LICENSING, LLC; HEALTH ANALYTICS AND RESEARCH SERVICES, LLC, Relief Defendants - Appellants. ––––––––––––––––––––––––––––––– UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Plaintiff - Appellee, Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 2 v. No. 24-1309 REVEN HOLDINGS, INC., d/b/a REVEN PHARMACEUTICALS; REVEN PHARMACEUTICALS, INC.; BRIAN D. DENOMME; PETER B. LANGE; MICHAEL A. VOLK, Defendants - Appellants, and REVEN, LLC; REVEN IP HOLDCO, LLC; REVEN ONCOLOGY LICENSING, LLC; HEALTH ANALYTICS AND RESEARCH SERVICES, LLC, Relief Defendants - Appellants. _________________________________ Appeal from the United States District Court for the District of Colorado (D.C. No. 1:22-CV-03181-DDD-SBP) _________________________________ John E. Schreiber, Winston & Strawn LLP, Los Angeles, California (Kevin P. Simpson, Winston & Strawn LLP, Los Angeles, California; Katherine A. Preston, Winston & Strawn LLP, Houston, Texas; and Dylan J. French, Winston & Strawn LLP, Dallas, Texas, with him on the briefs), for Defendants-Appellants. Paul G. Álvarez, Senior Appellate Counsel (Daniel Staroselsky, Assistant General Counsel, with him on the brief), Securities and Exchange Commission, Office of the General Counsel, Washington, District of Columbia, for the Plaintiff-Appellee. _________________________________ Before HOLMES, Chief Judge, KELLY, and FEDERICO, Circuit Judges. _________________________________ 2 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 3 HOLMES, Chief Judge. _________________________________ Reven Holdings, Inc., its affiliated companies, and its three principals (collectively, “Appellants” or “Reven”) appeal from the district court’s order granting a preliminary injunction (“PI”) and asset freeze against them at the behest of the U.S. Securities and Exchange Commission (“SEC”) for alleged securities fraud. Appellants contend that the district court erred by preliminarily enjoining their business and freezing their assets because (1) the SEC did not satisfy the PI standards, including by failing to show evidence that Reven violated securities laws, and because (2) the district court’s order destroyed the assets that it was designed to preserve. They also contend that (3) the district court should have at least held a hearing before deciding on the PI. For the reasons that follow, we discern no error in the district court’s decision to grant a PI and freeze Appellants’ assets, or in its choice to do so without conducting a hearing. Exercising jurisdiction under 28 U.S.C. § 1292(a)(1), we therefore affirm the district court’s orders granting the PI and maintaining the asset freeze. 1 1 Additionally, we grant Appellants’ unopposed motion for leave to file part of the appendix, Vol. XVI, under seal. The appendix contains confidential financial information about individuals and also business information that may plausibly be considered trade secrets. See, e.g., Eugene S. v. Horizon Blue Cross Blue Shield of N.J., 663 F.3d 1124, 1135– 3 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 4 Our opinion proceeds as follows. First, we detail the factual allegations upon which the SEC obtained the PI. Second, we summarize the procedural history of this case. Third, we provide an overview of the applicable legal standard of review. Fourth, we analyze Appellants’ three challenges to the district court’s order on appeal. We conclude that those challenges are unpersuasive: specifically, the district court was not obligated to conduct a hearing given that Appellants asked it to vacate a hearing that it had tried to schedule; the district court did not abuse its discretion in concluding that the SEC satisfied all four PI factors; and the district court imposed a reasonable and nuanced asset freeze. I We begin by describing the factual circumstances underlying the district court’s PI determination. We note that, in doing so, we “have only considered the record as it stands at this early stage of the proceedings.” Fish v. Kobach, 840 F.3d 710, 750 (10th Cir. 2016). As is always true in the PI context, “[f]urther discovery will presumably ensue,” and additional “evidence [may] come[] to light.” Id. 36 (10th Cir. 2011) (sealing record containing confidential personal information); Gates Rubber Co. v. Bando Chem. Indus., Ltd., 9 F.3d 823, 831 n.4 (10th Cir. 1993) (sealing record containing trade secret information). 4 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 5 Brian Denomme, Peter Lange, and Michael Volk (collectively, the “Reven principals”) manage the biotechnology company Reven Holdings, Inc. and its affiliates. Since its founding, Reven has been attempting to develop and commercialize a “cardiovascular intravenous drug treatment” called RJX. Aplts.’ App., Vol. XV, at 2761 ¶ 4.a (Scheduling Order, Apr. 5, 2023). Prior to this litigation, Reven obtained patents and conducted research and trials pertaining to RJX. RJX has not yet been approved by the U.S. Food and Drug Administration (“FDA”). This litigation concerns allegations by the SEC that Appellants committed securities fraud by making materially misleading statements to investors about three topics: (1) the Reven principals’ annual compensation in 2019, 2020, and 2021; (2) the existence of audited financial statements and Reven’s readiness to go public; and (3) Reven’s involvement in other litigation. We provide the factual background and summarize Appellants’ statements about each of those topics below, again noting that these findings are only preliminary, as they are based on the incomplete state of the litigation at the PI phase. A Appellants made multiple statements to investors representing the compensation that the Reven principals received from 2019 to 2021. 5 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 6 These communications primarily took the form of documents called “private placement memoranda” (“PPMs”). In a PPM that Appellants distributed to investors dated August 31, 2018, Appellants stated that Reven’s “General Administrative and Payroll Operating costs” over the next eighteen months would be $2.5 million every six months, or approximately $5 million for 2019. Aplts.’ App., Vol. I, at 232 (Priv. Placement Mem., Aug. 31, 2018). Although this figure included expenditures besides the compensation for the Reven principals, SEC accountant Donna Walker reviewed Reven’s financial accounts and determined that these other expenditures totaled $2,716,023 for 2019. Another PPM dated July 6, 2020, stated that the three Reven principals were paid $540,000 each (or $1.62 million total) for 2019 and $660,000 each (or $1.98 million total) for 2020. A third PPM, this one from January 1, 2021, stated that the Reven principals were paid $600,000 each (or $1.8 million total) for 2020 and $720,000 each (or $2.16 million total) for 2021. According to the SEC’s accounting expert, Ms. Walker, a review of Reven’s Wells Fargo banking records revealed that the Reven principals actually received $5.35 million in compensation in 2019, $3.36 million in 2020, and $6.65 million in 2021. 6 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 7 B In their communications with investors, Appellants also made representations regarding the status of an audit and their readiness to take Reven public. The two topics are related because having audited financial statements is a requirement of taking a company public. See What is a Registration Statement?, explanation to Going Public, SEC, https://www.sec.gov/resources-small-businesses/going-public/what- registration-statement (Nov. 12, 2024) (“The prospectus must also include audited financial statements.”). On September 9, 2019, Mr. Lange emailed an investor named Leah Schaatt a slide deck listing three possible “[e]xit [s]trategies,” for Reven, the first “[s]cenario” being to “[o]rganize and execute a public offering on a major financial exchange after October 1, 2020.” Aplts.’ App., Vol. IX, at 1129, 1224 (Email & Slide Deck sent from Peter Lange to Leah Schaatt, Sept. 9, 2019). Under this scenario, the slide read, “The Company will have the minimum required two years of audited financial statements ending September 30, 2020[,] making it eligible to offer its shares for sale in an Initial Public Offering [(“IPO”) 2] as early as October 2020.” Id. 2 An “IPO” is an Initial Public Offering, which is the opening offering of theretofore private securities of a company for sale to investors who are members of the public on a public securities exchange. See Going 7 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 8 On December 9, 2019, Mr. Volk emailed investors, stating, “We are currently undergoing our first audit now.” Aplts.’ App., Vol. VI, at 507 (Email from Michael Volk to Lyndall Demere, Tom North, & Sharon Garber, Dec. 9, 2019). On February 13, 2020, Mr. Lange emailed Ms. Schaatt and others saying: Well, we finally decided that we would comply with all the (“super smart”) investment bankers and file an S1 (the SEC filing to do an IPO), and announce to the world that we were going public. We have since done that to allow the “super smart” people to tick that box . . . . Aplts.’ App., Vol. IX, at 1242 (Email from Peter Lange to Leah Schaatt, Liz Leeds, & Michael Volk, Feb. 13, 2020). On July 8, 2020, Mr. Lange emailed Ms. Schaatt and others saying, “Our audit should be completed in mid-September early October[,] which will allow us to file our S1 sometime before the end of the year and taking [sic] next steps towards an IPO in 2021.” Aplts.’ App., Vol. IX, at 1244 (Email from Peter Lange to Leah Schaatt, Liz Leeds, & Matthew Provencher, July 8, 2020). On November 18, 2021, Mr. Lange emailed a family of investors, including a woman named Lee-Ann Frost Corry, a slide deck that listed as Public, SEC, https://www.sec.gov/resources-small-businesses/going- public/what-registration-statement (Nov. 12, 2024). 8 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 9 one of three “paths & options going forward” the following route— “Organize and execute an Initial Public Offering”—and it stated that “[t]he Company has the minimum required two years of audited financial statements ending August 2021.” Aplts.’ App., Vol. X, at 1416, 1437 (Email & Slide Deck sent from Peter Lange to Daniel Frost, John Frost, Virginia Frost, & Lee-Ann Frost Corry, Nov. 18, 2021). On December 6, 2021, Mr. Volk emailed an investment advisor a slide deck containing the same statement—that Reven “has the minimum required two years of audited financial statements ending August 2021”— and listing as one of three possible “Strategic Paths Forward,” “Organize and execute an Initial Public Offering.” Aplts.’ App., Vol. VIII, at 853, 948 (Email & Slide Deck sent from Michael Volk to Monica Ryan, Dec. 6, 2021). This investment advisor forwarded the slide deck to a group of other investment advisors. On December 16, 2021, Mr. Lange emailed Ms. Schaatt a new deck that again listed “Going Public” as one of three “Strategic Paths Forward” and stated, “[t]he Company has the minimum required two years of audited financial statements ending August 2021.” Aplts.’ App., Vol. XIV, at 2336, 2354 (Email & Slide Deck sent from Peter Lange to Leah Schaatt, Dec. 16, 2021). On September 14, 2022, Mr. Lange sent Ms. Schaatt the slide deck containing the same representation again. 9 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 10 Despite these representations, the record demonstrates that Reven never began an audit of its financial statements; indeed, it did not even retain an auditing firm. It was therefore nowhere near ready to undertake an IPO. See What is a Registration Statement?, explanation to Going Public, SEC, https://www.sec.gov/resources-small-businesses/going- public/what-registration-statement (Nov. 12, 2024). C Finally, in their investor communications, Appellants also represented that they were not engaged in litigation. In his February 13, 2020, email to Ms. Schaatt, Mr. Lange stated, “we have no lawsuits from shareholders.” Aplts.’ App., Vol. IX, at 1242. On April 20, 2020, Mr. Volk emailed a group of potential investors a slide deck and the August 31, 2018, PPM. He stated that he was attaching Reven’s “OLD Private Placement Memorandum,” but he noted, “There is not a whole lot that will change so it will serve as appropriate disclosure for compliance.” Aplts.’ App., Vol. VI, at 510 (Email & Slide Deck sent from Michael Volk to Jim Ervin, Scott Russo, Randolph Russo, John Anderson, Todd Brown, & Kenneth Easten, Apr. 20, 2020). The 2018 PPM contained the representation, “The Company is not currently the subject of any litigation.” Id. at 574. 10 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 11 On April 6, 2021, Mr. Volk emailed an investor with the July 6, 2020, PPM. In the email, Mr. Volk cautioned that “the PPM is definitely outdated, but [it] gives good history and compliance information.” Aplts.’ App., Vol. VII, at 603 (Email & Slide Deck sent from Michael Volk to J. Nicholas Shevillo, Apr. 6, 2021). The document stated, “As of the date of this Memorandum we are not aware of potential dispute [sic] or pending litigation and are not currently involved in a litigation proceeding or governmental actions the outcome of which in management’s opinion would be material to our financial condition or results of operations.” Id. at 712. Finally, in Mr. Volk’s December 6, 2021, email to an investment advisor, he included the January 1, 2021, PPM, which stated, “As of the date of this Memorandum we are not aware of potential dispute [sic] or pending litigation and are not currently involved in a litigation proceeding or governmental actions the outcome of which in management’s opinion would be material to our financial condition or results of operations.” Aplts.’ App., Vol. VIII, at 918. Despite Appellants’ representations, however, they were engaged in pending litigation. On August 8, 2016, the guardian of an elderly man sued Reven Pharmaceuticals, Inc. and Mr. Lange in Florida state court for fraudulently inducing his ward to invest in Reven. On December 26, 2019, 11 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 12 the plaintiff in this Florida lawsuit amended his complaint to add Reven, LLC; Reven Holdings, Inc.; and Mr. Volk as defendants. Appellants ultimately settled the lawsuit for $2.75 million on October 5, 2021. II On approximately October 15, 2022, one investor, Ms. Schaatt, emailed the SEC to initiate a conversation about concerns she and another investor, Ms. Frost Corry, had regarding the management and finances of Reven. From there, Ms. Schaatt and Ms. Frost Corry provided information to the SEC about Reven. A On December 9, 2022, the SEC filed a sealed complaint and jury demand against Appellants in the U.S. District Court for the District of Colorado. The complaint alleged that Defendants were engaging in “ongoing offering fraud and misappropriation of investor assets.” Aplts.’ App., Vol. I, at 20 (Compl. & Jury Demand, Dec. 9, 2022). It charged Appellants with violating Section 17(a) of the Securities Act of 1933 (15 U.S.C. § 77q(a)) (“the Securities Act”) and Section 10(b) (and corresponding Rule 10b-5) of the Securities Exchange Act of 1934 (15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5) (“the Exchange Act”). Alongside its sealed complaint, the SEC filed an ex parte motion for a temporary restraining order (“TRO”), an asset freeze, and other 12 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 13 “emergency relief.” The SEC requested that the court enter an order (a) restraining Appellants from violating parts of the Securities and Exchange Acts; (b) prohibiting Appellants from participating in the issuance, purchase, offer, or sale of any security; (c) preventing Appellants from altering or destroying any relevant documents; (d) requiring an accounting of Appellants’ assets; (e) permitting expedited discovery; (f) transforming the TRO into a PI following a hearing; and (g) freezing Appellants’ assets. On January 3, 2023, the district court granted the SEC’s motion, issuing a TRO and freezing Appellants’ assets. The district court also invited Appellants to file a response opposing the SEC’s requested PI and set a PI hearing for January 13, 2023. On January 11, 2023, the parties jointly moved to (1) extend the TRO until the district court ruled on the PI and (2) vacate the PI hearing set for January 13 “without prejudice to any future request by the [SEC], the Defendants, and/or the Relief Defendants to reset such hearing.” See Aplee.’s Suppl. App. at 27–29 (Jt. Mot. & Stipulation to Extend TRO & Vacate PI Hr’g, Jan. 11, 2023). The parties made this request because Appellants’ counsel had just been retained and needed “additional time to learn the facts of the case.” Id. at 29. That day, the district court granted the parties’ joint motion to extend the TRO and vacate the PI hearing. To accommodate Appellants’ 13 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 14 counsel, the court extended the time permitted for Appellants to respond to the motion for the PI. In granting the parties’ motion, the court stated, “After reviewing the defendants’ and relief defendants’ response(s) and the plaintiff’s reply, if any, I will determine whether to (a) reset a preliminary-injunction hearing, (b) request supplemental briefing from the parties on specific legal or factual questions, or (c) decide the motion on the papers submitted.” Aplts.’ App., Vol. XV, at 2734 (Order, Jan. 11, 2023). From January through April 2023, the district court granted Appellants extensions of time to brief the PI motion. The district court also granted Appellants’ unopposed motions to modify the asset freeze provisions of the TRO to allow them to pay for living expenses and to pay attorneys to maintain Reven’s intellectual property assets “otherwise at risk of abandonment or expiration.” Aplts.’ App., Vol. XI, at 1651–53 (Order, Mar. 27, 2023). On June 12, 2023, Appellants filed their brief opposing the SEC’s motion for a PI. Appellants argued that the SEC had not met the PI standard because (1) it had not shown that they had misappropriated investor funds; (2) it had not shown that they had made material misstatements with scienter about the Reven principals’ compensation, the existence of an audit, or Reven’s involvement in other litigation; and 14 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 15 (3) it had not shown that any violation of securities laws was likely to recur. B On March 29, 2024, the district court granted the SEC’s motion and issued a PI that extended the terms of the TRO, including the asset freeze. The court first determined that the proper standard it needed to apply to determine whether a PI was appropriate came from the Securities and Exchange Acts, which called for “proof that a person is engaged in or is about to engage in a substantive violation of either one of the Acts or of the regulations promulgated thereunder.” Aplts.’ App., Vol. XIV, at 2410 (Order Granting Pl.’s Mot. for PI & Asset Freeze, Mar. 29, 2024) (quoting Aaron v. SEC, 446 U.S. 680, 700–01 (1980)). The court believed that this legislation-specific standard displaced the “traditional four-factor test for a preliminary injunction.” Id. The court also determined that because the particular PI that the SEC sought “mandate[d] action or alter[ed] the status quo,” the SEC had to meet the additional requirement of showing “(1) its likelihood of proving the alleged statutory violation, and (2) the likelihood that a violation will occur again in the future.” Id. at 2411. The court applied this legal standard and concluded that the SEC had satisfied it with regard to each of the three categories of fraudulent misrepresentations alleged. 15 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 16 1 The court determined that the SEC “made a clear showing that it is likely to prove the defendants made false and misleading statements or omissions to investors regarding the Reven Principals’ annual compensation.” Id. at 2414. The court credited the SEC’s preliminary showing that between 2019 and 2021, the Reven principals were paid $8.92 million to $9.78 million more than Appellants disclosed in their PPMs, and even accommodating Appellants’ objections to the SEC’s numbers, “the Reven Principals took in $4.89 to $5.75 million more than they disclosed to investors” during this three-year period. Id. at 2415. The court determined that the SEC had shown it was likely to prove that Appellants made these misrepresentations “recklessly,” or, “at a minimum negligently.” Id. at 2418. 2 Similarly, the court concluded that the SEC had “made a clear showing that it is likely to prove the defendants made false and misleading statements or omissions to investors regarding the existence of audited financial statements and Reven’s readiness for an IPO or DPO[ 3],” id. at 2420–21, and did so “recklessly and negligently,” id. at 2427. 3 A “DPO” is a Direct Public Offering, which is also sometimes known as a Direct Listing. It is similar to an IPO in that it is the process 16 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 17 The court noted the following: (1) Mr. Volk’s December 9, 2019, email to an investor stating, “We are currently undergoing our first audit now,” Aplts.’ App., Vol. VI, at 507; (2) Mr. Lange’s November 18, 2021, emailed slide deck stating, “[t]he Company has the minimum required two years of audited financial statements ending August 2021,” Aplts.’ App., Vol. X, at 1437 (emphasis added)—which was a change from language in the slide deck Mr. Lange emailed an investor on September 9, 2019, that stated, “[t]he [C]ompany will have the minimum required two years of audited financial statements ending September 30, 2020,” Aplts.’ App., Vol. IX, at 1224 (emphasis added); (3) Mr. Volk’s December 6, 2021, emailed slide deck containing the same representation as the November 18, 2021, email; through which a previously privately held company becomes a public company. The difference is that in a DPO, the private company typically does not raise new funds but instead simply allows existing private shareholders to sell shares directly to the public. See Types of Registered Offerings, SEC, https://www.sec.gov/resources-small-businesses/capital- raising-building-blocks/types-registered-offerings (Dec. 17, 2024). 17 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 18 (4) Mr. Lange’s December 16, 2021, emailed slide deck containing the same representation; (5) Mr. Lange’s September 14, 2022, emailed slide deck containing the same representation; and (6) the fact that Reven never even retained a firm to begin an audit of its financial statements. With regard to Reven’s readiness to go public and specifically with regard to its filing of an SEC Form S-1—i.e., one of the documents required to engage in a public offering—the court noted (1) Mr. Lange’s February 13, 2020 email stating “we finally decided that we would comply with all the (‘super smart’) investment bankers and file an S1 (the SEC filing to do an IPO), and announce to the world that we were going public. We have since done that . . . . ,” id. at 1242; in the face of (2) Reven’s acknowledgement that it had not filed a Form S-1 at the time, which was shown through Mr. Lange’s July 8, 2020, email to an investor stating, “Our audit should be completed in mid-September early October which will allow us to file our S1 sometime before the end of the year and taking [sic] next steps towards an IPO in 2021,” id. at 1244. 3 Third, the court concluded that the SEC had “made a clear showing that it is likely to prove the defendants made false and misleading 18 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 19 statements or omissions to investors regarding a shareholder lawsuit,” Aplts.’ App., Vol. XIV, at 2428—having done so “at a minimum recklessly,” id. at 2431. The court determined that despite the pendency of the Florida lawsuit by the guardian of the Reven shareholder from August 8, 2016, to October 5, 2021, which eventually ended in a settlement of $2.75 million, Reven had repeatedly told investors that the company was not subject to any litigation. The court noted the following: (1) Mr. Lange’s February 13, 2020, email to investors stating, “we have no lawsuits from shareholders,” Aplts.’ App., Vol. IX, at 1242; (2) Mr. Volk’s April 20, 2020, email containing the August 31, 2018, PPM, which stated, “The Company is not currently the subject of any litigation,” Aplts.’ App., Vol. VI, at 574; (3) Mr. Volk’s April 6, 2021, email containing the July 6, 2020, PPM, which stated, “As of the date of this Memorandum we are not aware of potential dispute [sic] or pending litigation and are not currently involved in a litigation proceeding or governmental actions the outcome of which in management’s opinion would be material to our financial condition or results of operations,” Aplts.’ App., Vol. VII, at 712; and 19 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 20 (4) Mr. Volk’s December 6, 2021, email containing the January 1, 2021, PPM, which contained the same representation. 4 After evaluating each of the three alleged violations, the court concluded that in light of the seriousness of the violations—which was evinced by the “millions of dollars of misappropriated investor funds” at issue—the “substantial evidence that the various misstatements were made knowingly and with intent to hide material facts,” and the fact that “the Reven Principals ha[d] not recognized their wrongful conduct,”—that “the defendants w[ould] likely continue their statutory violations in the future if they [we]re not enjoined.” Aplts.’ App., Vol. XIV, at 2432–33. The court therefore determined that all of the terms in the TRO, including the asset freeze, were appropriate measures to preserve the status quo, and it incorporated them into the PI. However, the court invited Appellants to “file a motion addressing the scope of the preliminary equitable relief in light of this Order, including whether a more narrow preliminary remedy or lifting of the asset freeze in whole or in part is appropriate.” Id. at 2435. 20 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 21 C On April 12, 2024, Appellants moved to narrow the PI by lifting the asset freeze. Appellants argued that, rather than “protecting existing and potential investors,” the asset freeze was having “the exact opposite effect, threatening Reven’s ability to maintain its existing intellectual property and other assets, wasting valuable patent life, and blocking the Company’s ability to move forward with critical drug trials, thereby decimating (not preserving) investor assets.” Aplts.’ App., Vol. XIV, at 2438–39 (Defs.’ & Relief Defs.’ Mot. to Narrow PI to Lift Asset Freeze, Apr. 12, 2024). The SEC opposed the motion, arguing that lifting the asset freeze would “give [Appellants] a blank check to deplete the frozen assets, incur mountains of debt, and resume paying themselves with investor proceeds without any review by th[e] Court.” Aplts.’ App., Vol. XIV, at 2450 (Pl. U.S. SEC’s Opp’n to Defs.’ Mot. to Narrow PI to Lift Asset Freeze, April 26, 2024). On May 10, 2024, Ms. Schaatt and Ms. Frost Corry moved to intervene in the case “to seek appointment of a General Receiver to marshal and sell the assets of Reven for the benefit of all of the 175 innocent investors who were harmed.” See Aplts.’ App., Vol. XIV, at 2476– 77 (Intervenor Investor Grp.’s Mot. to Intervene, May 10, 2024). They later narrowed their request to seek the appointment of a liquidation 21 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 22 agent rather than a general receiver. The SEC did not object to this narrower request. On May 17, 2024, the district court preliminarily denied Appellants’ motion to narrow the PI by lifting the asset freeze. The court stated that it was “[a]t present[,] . . . not persuaded by the defendants’ arguments that it [wa]s appropriate to lift the asset freeze in its entirety.” Aplts.’ App., Vol. XV, at 2562 (Order, May 17, 2024). The court noted that it would entertain “a more specific plan regarding the amount of funds or particular assets as to which the asset freeze should be lifted,” if Appellants had one to offer alongside their response to Ms. Schaatt and Ms. Frost Corry’s motion to intervene. See id. On May 24, 2024, Appellants filed a notice that they were appealing to this Court “(1) the Order Granting Plaintiff’s Motion for Preliminary Injunction and Asset Freeze entered on March 29, 2024 (ECF No. 122) and (2) the Order re: Defendants and Relief Defendants’ Motion to Narrow Preliminary Injunction to Lift Asset Freeze entered on May 17, 2024.” Aplts.’ App., Vol. XV, at 2564–65 (Notice of Appeal, May 24, 2024). They also filed a motion for a stay pending the appeal. The appeal was received in our Court on May 28, 2024, as case number 24-1235. Back in the district court, on May 31, Appellants filed their response opposing Ms. Schaatt and Ms. Frost Corry’s motion to intervene and 22 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 23 supplying a narrower proposal for partially lifting the asset freeze as the court requested in its May 17 order. The proposal called for the court to partially lift the asset freeze to permit third parties to pay expenses on behalf of Reven, permit the Reven principals to earn new individual income unrelated to Reven, permit the Reven principals to incur new debt (including for the purpose of funding the maintenance of Reven’s intellectual property), and unfreeze individual bank accounts not containing funds attributable to Appellants. On June 17, 2024, we abated Appellants’ first appeal (24-1235) because we determined that, while the district court “appear[ed] to have partially ruled on” Appellants’ April 12 motion to narrow the PI by lifting the asset freeze in the court’s May 17 order, “it d[id] not appear that the motion ha[d] been fully decided.” Order, No. 24-1235, at *1–2 (10th Cir., filed June 17, 2024). On July 26, 2024, the district court ruled on several of the pending motions. The district court denied Ms. Schaatt and Ms. Frost Corry’s motion to intervene because it determined that the SEC adequately represented the investors’ interests. 4 However, because the SEC 4 No party challenges the district court’s decision on this matter, so it is not before us on appeal. 23 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 24 supported the would-be-intervenors’ narrowed proposal for the appointment of a liquidation agent, the district court considered the request to appoint a liquidation agent as attributed to the SEC. The court refused to appoint a liquidation agent to sell Reven’s assets because it determined that such a remedy “would effectively put [Reven] out of business entirely,” which would be “quite harsh” relative to its “preliminary findings” in the case. 5 Aplts.’ App., Vol. XV, at 2696–97 (Order Lifting Asset Freeze in Part, July 26, 2024). The court also refused to lift the asset freeze in its entirety because it determined that it would not be “appropriate” to “restore [Appellants’] free reign [sic] over Reven’s assets based only on a vague plan” given that the court had preliminarily found that “the Reven Principals made a number of material misstatements or omissions to prospective investors.” Id. at 2697. However, the court did partially grant Appellants’ second proposal to lift parts of the asset freeze. Specifically, it permitted the following: (1) “third parties to pay expenses on behalf of Reven and its affiliates,” (2) Reven to “license their intellectual property” with notice to the SEC and the court’s approval if the SEC were to object, 5 No party challenges the district court’s decision on this matter, so it is not before us on appeal. 24 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 25 (3) “the Reven Principals to earn new individual income unrelated to Reven and the other defendants and use such income to pay for costs incurred by Reven and its affiliates” for intellectual property maintenance and legal fees, (4) “the Reven Principals to incur new debt on an individual basis” with the court’s approval to pay for intellectual property maintenance and legal fees, and (5) a “motion to the Court to unfreeze individual bank accounts that do not contain funds attributable to the defendants, after conferral with the [SEC] to identify such accounts.” Id. at 2699–70. Finally, the district court denied Appellants’ motion to stay the asset freeze pending their appeal of the PI. The court also added a footnote explaining that its previous determination that the relevant PI standard was a unique securities-statute-based test had since been “called into question by the Supreme Court’s recent decision in Starbucks Corp. v. McKinney, [602 U.S. 339 (2024)].” Id. at 2702 n.12. Accordingly, the court performed a brief alternative analysis under the traditional four-factor standard required for most PIs and concluded that the PI was proper under this alternative standard as well. 25 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 26 On August 6, 2024, Appellants filed a second notice of appeal, initiating case no. 24-1309. This time, they appealed the district court’s July 26 order lifting the asset freeze in part. On August 9, 2024, we lifted the abatement of 24-1235 (Appellants’ premature first appeal) and consolidated it with their second appeal (24- 1309). As the case stands before us, Appellants appeal from the district court’s March 29, 2024, order granting the PI and the asset freeze and the part of the district court’s July 26, 2024, order that denied their motion to eliminate the asset freeze in its entirety. III We review a district court’s grant of a PI, including an asset freeze, as well as a court’s order modifying or refusing to modify a PI, for an abuse of discretion. See Flood v. ClearOne Commc’ns, Inc., 618 F.3d 1110, 1117 (10th Cir. 2010). “A court abuses its discretion if its decision is ‘arbitrary, capricious, or whimsical.’” Cablevision of Tex. III, L.P. v. Okla. W. Tel. Co., 993 F.2d 208, 210 (10th Cir. 1993) (quoting Cox v. Sandia Corp., 941 F.2d 1124, 1125 (10th Cir. 1991)). “An abuse of discretion occurs where a decision is premised on an erroneous conclusion of law or where there is no rational basis in the evidence for the ruling.” SEC v. GenAudio Inc., 32 F.4th 902, 944 (10th Cir. 2022) (quoting Planned Parenthood of Kan. v. Andersen, 882 F.3d 1205, 1223 (10th Cir. 2018)). 26 Appellate Case: 24-1235 Document: 73-1 Date Filed: 10/14/2026 Page: 27 We will not disturb the district court’s ruling unless the court “made a clear error of judgment or exceeded the bounds of permissible choice in the circumstances.” United States v. Nacchio, 555 F.3d 1234, 1241 (10th Cir. 2009) (quoting Dodge v. Cotter Corp., 328 F.3d 1212, 1223 (10th Cir. 2003)). Similarly, we review a district court’s decision not to hold an evidentiary hearing for an abuse of discretion. See Robin