TechFlow news — On September 23, according to Cointelegraph, two OpenSea users filed a class-action lawsuit in a U.S. federal court in Florida against the NFT marketplace OpenSea, alleging that it sold unregistered securities. Plaintiffs Anthony Shnayderman and Itai Bronshtein claim that the NFTs they purchased on OpenSea—including previously high-value items from the Bored Ape Yacht Club collection—have become "worthless" due to their "illegality."
The plaintiffs cited OpenSea’s recent disclosure of a Wells notice from the U.S. Securities and Exchange Commission (SEC) as supporting evidence. They argue this indicates OpenSea may face legal liability for facilitating transactions in unregistered securities. The lawsuit also references the SEC’s prior successful enforcement actions against NFT projects such as Stoner Cats 2 and Impact Theory, which the SEC determined involved the sale of unregistered securities.
The plaintiffs assert that NFTs on the OpenSea platform meet the definition of an investment contract under U.S. securities law, based on the Howey test. They contend these NFTs represent investments in a common enterprise with a reasonable expectation of profits derived from the efforts of others. The plaintiffs allege that OpenSea’s NFT listings were deceptive, misleading them into purchasing "worthless and illegal unregistered securities." They further claim OpenSea breached user assurances by failing to adequately police unregistered securities on its platform. OpenSea has not yet issued a public response to the lawsuit.
