tZERO Announces Agreement with StartEngine.com
for Subsequent Sale Period
Overstock.com (NASDAQ: OSTK) subsidiary t0.com, Inc. (tZERO)
today announced the start of the Subsequent Sale Period for its
tZERO Preferred Equity Tokens (tZERO Security Tokens) after raising
$100 million in its Pre-Sale Period from strategic purchasers at
discounted purchase prices. During the Subsequent Sale Period,
rights to acquire tZERO Security Tokens will be sold pursuant to
Simple Agreements for Future Equity (SAFEs) at a fixed price of
$10.00 per tZERO Security Token, subject to discounts and other
concessions. U.S. investors will only be permitted to execute SAFEs
and participate in the Subsequent Sale Period if they are
accredited investors, as defined in Rule 501 of Regulation D under
the Securities Act of 1933, as amended (the Securities Act).
Overstock CEO and founder Patrick M. Byrne said, “I thank our
early, strategic investors for sharing our vision to issue a
preferred equity security token. Raising $100 million is no small
task, and our team has worked tirelessly to conduct this offering
in accordance with exemptions under the US securities laws. The
opening of the Subsequent Sale Period is another step toward
establishing a new paradigm in the capital markets through
innovative technology. I welcome all of our new investors.”
The Subsequent Sale Period will be facilitated by SaftLaunch, as
well as StartEngine.com (StartEngine), a technology platform that
permits tZERO to independently connect with prospective
investors.
Joseph Cammarata, President of tZERO said, “We have signed an
agreement with StartEngine to utilize their services as another
bridge between potential investors and tZERO during the Subsequent
Sale Period. To facilitate timely and efficient interactions with
potential investors, both StartEngine and SaftLaunch will support
us in the Subsequent Sale Period. As we transition to the
Subsequent Sale Period, we are one step closer to our financing
goals, including the use of a portion of the proceeds of the
offering toward leveraging our blockchain experience and expertise
to develop a trading system capable of trading tokens that are
determined to be securities under the U.S. securities laws.”
Howard Marks, CEO of StartEngine, said, "StartEngine is a
leading platform built to help companies like tZERO launch
regulated ICOs in the United States and Internationally. tZERO is
leading the way for Security Tokens, and we are proud to support
them."
As of March 1, 2018, tZERO has entered into executed SAFES with
approximately 1,100 Purchasers for approximately $114.6mm of
Tokens, of which $100.6 million has been funded by the respective
purchasers. tZERO also announced an extension of the offering until
5 pm EDT on May 14, 2018.
tZERO initially commenced its offering of tZERO Security Tokens
on December 18, 2017. In connection with the commencement of the
Subsequent Sale Period, tZERO has issued an Amended, Supplemented
and Restated Private Placement Offering Memorandum (the
Memorandum), which supersedes all prior offering materials that
investors have previously received. Investors that have executed a
SAFE on or prior to March 1, 2018, may rescind their SAFE and
receive a full refund of their investment, as described in the
Memorandum, through 5 pm EDT on March 8, 2018.
The symbol for the tZERO Security Token, upon its inception, is
expected to be TZRO and the token is expected to be ERC-20 or
equivalent compliant. The size of the offering of the tZERO
Security Tokens is $250 million with the option to upsize to $300
million in the event that there is sufficient market demand to do
so. The tZERO Security Token will be a series of preferred equity
of tZERO, with such terms, including with respect to the payment of
dividends, as set forth in the terms and conditions included in the
Memorandum.
Please Note: Participation in the offering and investments in
tZERO Security Tokens are valid if made only
through www.startengine.com and www.saftlaunch.com and no
other channel. tZERO will NEVER
distribute any contribution or payment instructions, including
crypto currency wallet addresses, via email, chat, or any websites
other than through www.startengine.com and
www.saftlaunch.com.
About Overstock.com
Overstock.com, Inc. Common Shares (NASDAQ:OSTK)
/ Series A Preferred (Medici Ventures’ tZERO platform: OSTKP)
/ Series B Preferred (OTCQX:OSTBP) is an online retailer based
in Salt Lake City, Utah that sells a broad range of
products at low prices,
including furniture, décor, rugs, bedding,
and home improvement. In addition to home
goods, Overstock.com offers a variety of products
including jewelry, electronics, apparel, and more, as well as a
marketplace providing customers access to hundreds of thousands of
products from third-party sellers. Additional stores include Pet
Adoptions and Worldstock.com dedicated to selling artisan-crafted
products from around the world. Forbes ranked Overstock
in its list of the Top 100 Most Trustworthy Companies in 2014.
Overstock regularly posts information about the company and other
related matters under Investor Relations on its
website, http://www.overstock.com.
About tZERO
t0.com, Inc. (“tZERO“) is a majority owned subsidiary of
Overstock.com, focusing on the development and commercialization of
financial technology (FinTech) based on cryptographically-secured,
decentralized ledgers – more commonly known as blockchain
technologies. Since its inception, tZERO has pioneered the effort
to bring greater efficiency and transparency to capital markets
through the integration of blockchain technology.
About StartEngine
StartEngine is the leading regulated ICO 2.0 platform in the
U.S., connecting everyday investors with tomorrow’s progressive
companies. Utilizing its expertise in regulated exempt offerings
under the JOBS Act, StartEngine has raised capital for more than
150 companies and has nearly 140,000 users on its platform. Based
in Los Angeles, the company was created in 2014 by Howard Marks,
co-founder of Activision, and Ron Miller. StartEngine is committed
to revolutionizing the ways companies raise capital and to helping
entrepreneurs achieve their dreams. Learn more about ICO 2.0 at
www.startengine.com.
Forward-Looking Statements
This Press Release contains forward-looking statements,
including statements relating to tZERO’s business, the success of
the ongoing tZERO Security Token offering and the regulatory
compliance of the tZERO Security Token offering. Other statements
in this press release that include words such as “anticipate,”
“may,” “believe,” “could,” “should,” “estimate,” “expect,”
“intend,” “plan,” “predict,” “potential,” “forecasts,” “project,”
and other similar expressions, also are forward-looking statements.
Forward-looking statements are made based upon management’s current
expectations and beliefs concerning future developments and their
potential effects on tZERO. Such forward-looking statements are not
guarantees of future performance. Various factors could affect
tZERO’s actual results and could cause such results to differ
materially from estimates or expectations reflected in
forward-looking statements, including factors relating to legal and
regulatory developments, applications and/or interpretations of
existing legal and regulatory requirements, technological
developments and/or difficulties, general economic conditions,
conditions in the capital markets and cryptocurrency markets,
changes in investor confidence regarding tZERO’s ability to
successfully operate its business and develop a trading system for
securities tokens, limitations on the tZERO Security Token,
including transfer restriction, and other important factors. tZERO
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained
herein to reflect any change in its expectation with regard thereto
or any change in events, conditions, or circumstances on which any
such statement is based.
This press release is neither an offer to sell, nor a
solicitation of an offer to buy, any securities, nor shall there be
any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The tZERO Security Tokens
are being offered only pursuant to the Memorandum.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180301005930/en/
Overstock.comMark Delcorps,
+1-801-947-3564PR@Overstock.comorOverstock.com
Investorir@overstock.comortZEROAlexandra Sotiropoulos,
+1-212-754-5615asotiropoulos@intermarket.comorStartEngineMax
Crawford, +1-323-825-1202max@startengine.com
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