Date of Publication: June 5, 2026
OpenEvidence Inc. (“OpenEvidence,” the “Company,” or the “Corporation”) is publishing this notice to alert the public to the existence of transfer restrictions governing the Company’s capital stock and to warn prospective investors about invalid offerings to invest in the Company.
All outstanding shares of OpenEvidence capital stock—including both common stock and preferred stock—are subject to restrictions on transfer. For example, the Company’s Bylaws provide:
No holder of any of the shares of stock of the Corporation (or of any Interest therein) may engage in and/or consummate any Prohibited Transaction, or enter into any agreement, arrangement, understanding or commitment with respect to any Prohibited Transaction, without the prior written consent of the Corporation, upon duly authorized action of the Requisite Board Vote or the Transfer Committee of the Board of Directors.
A “Prohibited Transaction” includes, among other things, any sale or transfer of any shares of stock of the Corporation or any interest therein. It also includes any direct or indirect arrangement that seeks to replicate, transfer, or diminish the economic consequences of ownership of shares of stock of the Corporation.
Any Prohibited Transaction, or purported Prohibited Transaction, not made in strict compliance with the Company’s Bylaws will be null and void, will not be recorded on the books of the Company, and will not be recognized by the Company. Additionally, any individual who acquires shares of capital stock in the Company through a Prohibited Transaction will not be recognized as a stockholder of the Company and will hold no voting, economic, or other rights with respect to such shares.
The Company is aware that certain third-party investment funds and platforms may advertise indirect exposure to OpenEvidence capital stock. In most cases, these arrangements rely on structures designed to circumvent the Company’s transfer restrictions—including, without limitation, forward purchase agreements, tokenized instruments, synthetic equity products, transfers of equity in a direct or indirect holder of capital stock of the Company and similar mechanisms. Because such arrangements violate the Company’s Bylaws, any interest acquired through them may be entirely worthless.
Prospective investors should assume that any third-party offering purporting to provide direct or indirect access to OpenEvidence capital stock—absent confirmation from the Company itself—is unauthorized and likely invalid.
Prior to committing capital to any offering that claims to provide access to OpenEvidence equity, individuals are strongly urged to confirm the legitimacy of the opportunity with the Company and to obtain independent legal and financial counsel.
If you become aware of any person or entity claiming to sell, transfer, or otherwise provide access to OpenEvidence equity without authorization, please contact the Company at compliance@openevidence.com. This address is monitored exclusively for inquiries related to unauthorized stock activity.
This notice is intended to provide general information about OpenEvidence’s restrictions on transfers of its stock. This notice does not constitute legal or financial advice.