Anthropic announced that all unauthorized stock transactions are void, emphasizing that mechanisms such as tokenized securities may become worthless.

Written by: ChandlerZ, Foresight News

On May 11, Anthropic updated its investor warning document on its official support page (the original version was released on February 11, 2026), significantly strengthening its position against unauthorized stock trading.

The announcement stated that both the preferred and common stocks of Anthropic are subject to transfer restrictions outlined in the company's charter, and any sale or transfer of shares without board approval is considered void, meaning the company will not recognize such transactions on its equity register. This means that unauthorized buyers will not be considered shareholders and will not enjoy any shareholder rights.

Anthropic explicitly blocked common circumvention paths in the document.

SPVs are specifically prohibited: no SPV is allowed to hold Anthropic stock, and any transfer of shares to an SPV is void.

Indirect investment funds: Anthropic noted that some funds are soliciting customers with the promise "you cannot invest directly in Anthropic, but invest in us, and we will help you get it," asserting that these funds "are most likely relying on mechanisms attempting to evade transfer restrictions."

Forms of void transactions include direct sales, beneficial interests, forward contracts, tokenized securities, and all types.

The announcement also listed unauthorized intermediaries: Open Door Partners, Unicorns Exchange, Pachamama, Lionheart Ventures, Sydecar, Upmarket, and new transactions on Forge Global and Hiive.

Anthropic stated: "If someone offers you a way to invest in Anthropic, even indirectly, please assume it is void."

"Void" or bluffing?

Gabriel Shapiro, a lawyer in the field of crypto law, posted on X that he was surprised this statement did not attract more attention and speculated it could be a "potential bombshell."

Shapiro pointed out that there is active secondary market trading of Anthropic stock on platforms like Forge, which he called "at least well-known." Anthropic has now directly named these platforms and claimed these transactions are illegal. He believes that part of these could indeed be fraudulent, meaning the seller does not actually own the shares claimed, but it is more likely that many transactions belong to legitimate attempts at equity transfer.

The lawyer raised several sharp questions, including whether the original seller had the opportunity to "double-dip"? That is, retaining both the cash proceeds of the sale and the shares, because if the transfer is void, the shares were legally never transferred. Will all sellers in the entire transaction chain and downstream buyers be wiped out of their rights at once? Is Anthropic bluffing or is this serious?

Shapiro specifically pointed out the legal distinction between "void" and "voidable." If the transaction is merely "voidable," downstream buyers can still defend their rights through various equitable claims. But if the transaction is deemed "void ab initio," in some jurisdictions, the scope for buyers' equitable defenses would be completely obstructed. This involves a highly specialized area of corporate law, depending on the wording of the transfer restriction clauses and how the legal consequences of violating those restrictions are defined.

The secondary market behind the trillion-dollar valuation

Anthropic's decision to act at this time is not coincidental. With the company’s valuation having surged in the past year, secondary market trading around its stock has also exploded.

In September 2025, Anthropic completed a $13 billion Series F financing, valuing the company at $183 billion. In February 2026, the company completed a $30 billion Series G financing, raising its valuation to $380 billion. According to a report by TechCrunch on April 30, Anthropic is negotiating approximately $50 billion in new financing, targeting a valuation of $850 to $900 billion, which, if successful, would surpass OpenAI to become the highest-valued private AI company in the world. Bloomberg reported that Anthropic may conduct an IPO as early as October 2026.

While the valuation in the primary market is soaring, pricing in the secondary market has become even more aggressive. The implied valuation of Anthropic on Forge Global has already reached about $1 trillion, significantly exceeding its latest primary financing round of $380 billion. More strikingly, on April 27, the synthetic Prestocks token on the decentralized exchange Jupiter on the Solana chain pushed Anthropic’s on-chain implied valuation to $1 trillion, making tokenized securities a new channel for retail investors to speculate on the equity of AI unicorn companies.

The huge price gap between primary and secondary markets has led to a large gray area of intermediaries. The fraud warning signals listed by Anthropic in the announcement include stock sales actively reaching out via email, social media, or instant messaging, claiming to provide exclusive or time-limited purchasing opportunities, requesting payment through cryptocurrencies or wire transfers, pressuring for quick investment decisions, claiming to bypass company restrictions through special structures, and failing to provide board approval documents.

FOMO's on-chain Pre-IPO

The direct targets of Anthropic's statement are not only traditional secondary market platforms like Forge and Hiive, but also the rapidly expanding on-chain Pre-IPO tokenization sector in the crypto market over the past year.

For example, PreStocks is an SPL token traded on Jupiter on Solana, anchored at a 1:1 ratio to the exposure of private company shares held in SPVs. Anyone can trade 24/7 without qualified investor certification.

The current scale of the PreStocks platform cannot be ignored. According to its product page, the platform has assets under management (AUM) of $23.7 million, cumulative trading volume of $1.1 billion, and 18,350 holders, with a total of 3.51 million transactions. The platform has launched tokenized products for eight private companies, including SpaceX, Anthropic, OpenAI, Anduril, Neuralink, Kalshi, Polymarket, and xAI, covering various sectors such as AI, aerospace, brain-computer interfaces, and prediction markets, with an implied total valuation exceeding $5 trillion.

On-chain traders have aggressively priced several prominent unicorns, with SpaceX leading at an implied valuation of $1.69 trillion, Anthropic following closely at $1.57 trillion (a 30-day increase of 12.7%), and OpenAI at $1.26 trillion (a 30-day increase of 20.1%). The on-chain implied valuations of these three major AI/aerospace giants far exceed their latest primary financing round pricing.

For Anthropic, the implied valuation on PreStocks first reached $1 trillion on April 27, further climbing to $1.2 trillion in early May, a 20% increase within a week. Its on-chain valuation is over four times that of the latest Series G financing round ($380 billion).

Anthropic is not the first AI company to issue warnings about tokenized stocks. In July 2025, OpenAI publicly stated that any transfer of OpenAI equity would require company approval while addressing Robinhood's "OpenAI stock tokens," explicitly indicating that the OpenAI tokens circulating on-chain are not legitimate equity. However, subsequently, Robinhood's venture fund Robinhood Ventures Fund I (RVI) announced on April 17, 2026, that it had acquired a minority stake in OpenAI, investing $75 million.

The retail investors’ pursuit dilemma

If Anthropic's transfer restrictions indeed make transactions void from the outset, then the original seller may legally have never lost ownership of the shares. This means the seller has the opportunity to retain both the cash proceeds from the sale and the shares themselves, while the buyer's recourse turns into a counterparty that "legally holds shares but took your money," creating an extremely ambiguous legal relationship. In scenarios involving multi-layer SPV transfers or on-chain synthetic tokens, the legal status of every link in the entire transaction chain could be negated in succession.

Investors who have purchased Anthropic stock through the secondary market may face a future reality where the company may not recognize their equity, exit channels are blocked, and they can only seek recourse from upstream sellers or intermediaries. Whether Anthropic will take specific legal action regarding existing secondary market transactions, whether other AI unicorns like OpenAI and xAI will follow similar policies, and whether the SEC will initiate enforcement actions against unauthorized tokenized securities will jointly determine whether the on-chain Pre-IPO sector can survive within a compliance framework.