Legal Proceedings.
−Removed: In August 2019, the FTC began conducting an investigation into the Company related primarily to statements in Opendoor’s advertising and website comparing selling homes to Opendoor with selling homes in a traditional manner using an agent and relating to statements that Opendoor’s offers reflect or are based on market prices.
−Removed: Opendoor and the FTC began discussing resolution of this matter in December 2020.
−Removed: After extensive negotiations, the Company agreed to enter into a consent order resolving all aspects of the inquiry, which became final on October 21, 2022.
−Removed: Pursuant to the consent order, the Company did not admit to any wrongdoing and is required to possess competent and reliable supporting data prior to making statements regarding the costs, savings, repair costs, or financial benefits of Company services related to assisting consumers selling homes.
−Removed: The consent order also required that the Company pay the FTC $62 million (an amount the Company previously accrued) and that it retain certain records and submit a compliance report to the FTC.
−Removed: The $62 million fine was paid in October 2022.
−Removed: OPENDOOR TECHNOLOGIES INC.
On October 7, 2022 and November 22, 2022, purported securities class action lawsuits were filed in the United States District Court for the District of Arizona, captioned Alich v.
Opendoor Technologies Inc., et al.
−Removed: 2:22-cv-01717-JFM) (“Alich”) and Oakland County Voluntary Employees’ Beneficiary Association, et al.
+Added: 2:22-cv-01717-JFM) (“Alich”) and Oakland County Voluntary Employee’s Beneficiary Association, et al.
Opendoor Technologies Inc., et al.
2:22-cv-01987-GMS) (“Oakland County”), respectively.
−Removed: The complaints name as defendants the Company, certain of the Company’s current and former officers and directors, the underwriters of two securities offerings the Company made in 2021, and a selling shareholder, SVF Excalibur (Cayman) Limited.
−Removed: The complaints allege that the Company and certain officers violated Section 10(b) of the Exchange Act and SEC Rule 10b-5, and that the Company, certain officers and directors, the underwriters, and SVF violated Section 11 and/or Section 12(a)(2) of the Securities Act, in each case by making materially false or misleading statements related to the effectiveness of the Company’s pricing algorithm.
+Added: The lawsuits were consolidated into a single action, captioned In re Opendoor Technologies Inc.
+Added: Securities Litigation (Case No.
+Added: 2:22-CV-01717-MTL).
+Added: The consolidated amended complaint names as defendants the Company, Social Capital Hedosophia Holdings Corp.
+Added: II (“SCH”), certain of the Company’s current and former officers and directors and the underwriters of a securities offering the Company made in February 2021.
+Added: The complaint alleges that the Company and certain officers violated Section 10(b) of the Exchange Act and SEC Rule 10b-5, and that the Company, SCH, certain officers and directors and the underwriters violated Section 11 of the Securities Act, in each case by making materially false or misleading statements related to the effectiveness of the Company’s pricing algorithm.
The plaintiffs also allege that certain defendants violated Section 20(a) of the Exchange Act and Section 15 of the Securities Act, respectively, which provide for control person liability.
−Removed: The complaints assert claims on behalf of all persons and entities that purchased, or otherwise acquired, Company common stock between December 21, 2020 and September 16, 2022 or pursuant to offering documents issued in connection with our business combination with SCH and the secondary public offerings conducted by the Company in February 2021 and September 2021.
+Added: The complaint asserts claims on behalf of all persons and entities that purchased, or otherwise acquired, Company common stock between December 21, 2020 and November 3, 2022 or pursuant to offering documents issued in connection with our business combination with SCH and the secondary public offering conducted by the Company in February 2021.
The plaintiffs seek class certification, an award of unspecified compensatory damages, an award of interest and reasonable costs and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.
−Removed: We believe that the allegations in the complaints are without merit and we intend to vigorously defend ourselves in the matter.
+Added: The defendants filed motions to dismiss on June 30, 2023, which are pending before the court.
+Added: We believe that the allegations in the complaint are without merit and we intend to vigorously defend ourselves in the matter.
+Added: On March 1, 2023 and March 15, 2023, shareholder derivative lawsuits were filed in the United States District Court for the District of Arizona, captioned Carlson v.
+Added: 2:23-cv-00367-GMS) and Van Dorn v.
+Added: 2:23-cv-00455-DMF), respectively, which were subsequently consolidated into a single action, captioned Carlson v.
+Added: Rice (Case No.
+Added: 2:23-CV-00367-GMS).
+Added: Plaintiffs voluntarily dismissed the matter on June 22, 2023, and thereafter re-filed complaints in the Court of Chancery of the State of Delaware, captioned Carlson v.
+Added: 2023-0642) and Van Dorn v.
+Added: 2023-0643).The cases have been consolidated into a single action, captioned Opendoor Technologies Inc.
+Added: Stockholder Derivative Litigation (Case No.
+Added: On June 29, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware, captioned Juul v.
+Added: 1:23-cv-00705-UNA).
+Added: The complaints in each matter are based on the same facts and circumstances as In re Opendoor Technologies Inc.
+Added: Securities Litigation and name certain officers and directors of the Company as defendants.
+Added: The defendants are alleged to have violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 and breached fiduciary duties.
+Added: The plaintiffs seek to maintain the derivative actions on behalf of the Company, an award of unspecified compensatory damages, an order directing the Company to reform its corporate governance and internal procedures, restitutionary relief, an award of interest and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.
+Added: These derivative actions have been stayed pending further developments in In re Opendoor Technologies Inc.
+Added: Securities Litigation .
+Added: On October 13, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware, captioned Woods, et al.
+Added: Bain, et al .
+Added: 1:23-cv-01158-UNA).
+Added: The complaint is based on facts and circumstances related to In re Opendoor Technologies Inc.
+Added: Securities Litigation .
+Added: The plaintiffs have brought claims against certain current and former directors and officers of the Company for breaches of fiduciary duty, contribution under Sections 10(b) and 21D of the Exchange Act, and violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder.
+Added: The plaintiffs seek to maintain the derivative action on behalf of the Company, an award of unspecified compensatory damages, an order directing one of the defendants to disgorge monies allegedly obtained from certain personal sales of Company stock, equitable relief, an award of interest and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.
+Added: This derivative action has been stayed pending further developments in In re Opendoor Technologies Inc.
+Added: Securities Litigation.
+Added: On October 18, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Arizona, captioned Gera v.
+Added: Palihapitiya, et al .
+Added: 2:23-cv-02164-SMB).
+Added: The complaint is based on facts and circumstances related to In re Opendoor Technologies Inc.
+Added: Securities Litigation , and names as defendants certain current and former officers and directors of the Company and SCH Sponsor II LLC.
+Added: The complaint alleges that the defendants violated Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder.
+Added: The plaintiff seeks to maintain the derivative action on behalf of the Company, an award of unspecified compensatory damages, an order directing the Company to reform certain corporate governance and internal procedures, restitution, an award of cost and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper.
+Added: OPENDOOR TECHNOLOGIES INC.
In addition to the foregoing, we are currently and have in the past been subject to legal proceedings and regulatory actions in the ordinary course of business.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.