OpenAI Warns Investors Against Unauthorised Equity Sales and Investment Schemes

OpenAI Warns Investors Against Unauthorised Equity Sales and Investment Schemes

 

OpenAI Issues Warning on Unauthorised Equity Sales

OpenAI has issued a strong warning to investors and the public regarding unauthorised sales of its equity and fraudulent investment schemes, clarifying that any transfer of equity without the company’s written consent is invalid.

In a blog post published on Sunday, August 24, 2025, the company stressed:

“All OpenAI equity is subject to transfer restrictions. This means that OpenAI equity cannot be directly or indirectly transferred unless the seller first obtains OpenAI’s written consent. Any attempted transfer—including pledges, encumbrances, or similar dispositions—that does not follow this requirement is void.”

Unauthorised Investment Schemes on the Rise

OpenAI revealed that it has become aware of several third-party schemes falsely claiming to offer exposure to its equity. These fraudulent opportunities reportedly come in multiple forms, including:

  • Direct sales of OpenAI equity
  • Investments in Special Purpose Vehicles (SPVs) that own OpenAI equity
  • Tokenised interests in OpenAI equity or SPVs
  • Forward contracts and other structured products claiming to provide economic interest in OpenAI shares

The company made it clear that it does not endorse or recognise any of these arrangements, warning that investors who engage in them could end up holding no legitimate stake or financial benefit from the firm.

Legal and Financial Risks for Investors

OpenAI further highlighted that unauthorised equity transfers may also violate U.S. federal and state securities laws, exposing both buyers and sellers to serious liabilities.

“Any transfers may also violate U.S. securities laws, which impose significant restrictions on privately offered equity. A buyer or seller may face liability for such violations, and the transfer may be rescinded,” the company explained.

This means investors who fall for such schemes risk losing their money entirely, since the transactions would not be legally recognised.

OpenAI’s Enforcement Measures

To safeguard its investors and corporate integrity, OpenAI reaffirmed that it will strictly enforce its transfer rules against unauthorised sales or indirect exposure schemes.

The company also urged the public to report suspicious offers by contacting: corp-legal@openai.com.

OpenAI’s Soaring Valuation and Funding Rounds

The warning comes at a time when OpenAI has become one of the world’s most valuable startups, with massive funding rounds boosting its market position:

  • $8.3 billion raised in recent funding, valuing OpenAI at $300 billion—surpassing companies like AMD, Coca-Cola, and General Electric.
  • A $2.8 billion investment from Dragoneer Investment Group marked one of the largest single-firm bets in modern tech history.
  • In March 2025, OpenAI secured a $40 billion round led by SoftBank, doubling its valuation from October 2024 ($157B → $300B).

Now, OpenAI is reportedly in early-stage talks to sell employee shares, a move that could raise its valuation to nearly $500 billion, making it the most valuable private startup on Earth.

What This Means

As one of the world’s top AI companies, OpenAI is now at the centre of major investment interest. However, its warning underscores the need for vigilance against fraudulent equity schemes.

Investors are urged to avoid unauthorised channels and only consider opportunities officially recognised by the company.

 

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