Interest from Overstock.com, Inc. (NASDAQ:OSTK) shareholders,
broker-dealers, regulators, and the general market surrounding the
company’s innovative Series A-1 dividend remains high. Overstock
continues to work and consult with regulators to ensure the
dividend is implemented in compliance with applicable laws and
corporate requirements, and as a result believes it will
significantly enhance the benefit to its shareholders. Overstock
will seek shareholder approval to facilitate the issuance of the
digital Series A-1 dividend by eliminating current restrictions on
the Series A-1 shares so the dividend can be held and traded by a
wide group of investors and by reallocating the authorized
preferred stock among series to pay the dividend on a 1:10 basis.
“I’m frustrated with this delay, but these adjustments are
necessary to enable all shareholders to benefit from the digital
dividend,” said Overstock CEO Jonathan Johnson. “This is an
important step for the first dividend of its kind to give our
shareholders access to the next generation of capital markets
powered by tZERO.”
Overstock will seek shareholder approval to change the terms of
the company’s Certificates of Designation and to reallocate the
number of preferred shares in order to pay the dividend on a 1:10
basis. The current Series A-1 Certificate of Designation has
several restrictions Overstock intends to remedy. For example, it
restricts holders of the Series A-1 shares to online brokerage
accounts established by approved broker-dealers and requires that
all transfers be made through PRO Securities ATS. Therefore, the
current Series A-1 shares could not be held by non-broker-dealer
shareholders in their own names, banks could not hold the Series
A-1 as custodians, and holders wanting to gift or transfer the
security upon death or divorce through PRO Securities ATS may
have difficulty. These proposed changes remove these restrictions
and will allow shareholders to receive and hold the dividend shares
and allow banks and other institutions to hold the security as
custodians on behalf of investment advisors.
“This vote gives our shareholders the opportunity to voice their
view on the application of blockchain technology to our securities
markets,” continued Johnson. “With these proposed changes to the
Certificate of Designation, a broader group of shareholders will be
able to hold and trade the Series A-1 dividend on the day of its
distribution.”
All holders of Overstock Common, Series A-1 Preferred, and
Series B Preferred, voting as a single class will be eligible to
vote on the proposed changes, with separate class votes for the
Series A-1 Preferred and Series B Preferred.
Once approved, Overstock intends to promptly announce the
revised dividend record and distribution dates, with the aim of
distributing the dividend to investors as soon as reasonably
possible.
“We intend to have the OSTKO dividend in our shareholders’ hands
within a month of shareholder approval,” said Johnson.
As previously announced, Overstock is working with regulators to
register the Series A-1 shares so they will be tradable upon
distribution.
Overstock plans to announce the record and meeting dates for
this shareholder vote in the next few weeks. Based on the current
timeline, it anticipates that the record date will be in late
November and that the meeting date will be late January 2020.
Investor Notice
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Series A-1 Preferred and
no offer, solicitation or sale of the Series A-1 Preferred
shall be made in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. This press release is being issued pursuant to and in
accordance with Rule 134 under the Securities Act of 1933, as
amended. Offers, solicitations and sales of the Series A-1
Preferred will be made only by means of a prospectus supplement and
the accompanying prospectus, forming a part of an effective
registration statement.
No Offer, Solicitation, Investment Advice or
Recommendations
This release is for informational purposes only and does not
constitute an offer to sell, a solicitation to buy, or a
recommendation for any security, nor does it constitute an offer to
provide investment advisory or other services by Overstock or any
of its affiliates, subsidiaries, officers, directors or employees.
No reference to any specific security constitutes a recommendation
to buy, sell or hold that security or any other security. Nothing
in this release shall be considered a solicitation or offer to buy
or sell any security, future, option or other financial instrument
or to offer or provide any investment advice or service to any
person in any jurisdiction. Nothing contained in this release
constitutes investment advice or offers any opinion with respect to
the suitability of any security, and the views expressed in this
release should not be taken as advice to buy, sell or hold any
security. In preparing the information contained in this release,
we have not taken into account the investment needs, objectives and
financial circumstances of any particular investor. This
information has no regard to the specific investment objectives,
financial situation and particular needs of any specific recipient
of this information and investments discussed may not be suitable
for all investors. Any views expressed in this release by us were
prepared based upon the information available to us at the time
such views were written. Changed or additional information could
cause such views to change. All information is subject to possible
correction. Information may quickly become unreliable for various
reasons, including changes in market conditions or economic
circumstances.
About Overstock.com
Overstock.com, Inc Common Shares (NASDAQ:OSTK) / Digital
Voting Series A-1 Preferred Stock (Medici Ventures’ tZERO
platform:OSTKO) / Series B Preferred (OTCQX:OSTBP) is an
online retailer and technology company based in Salt Lake City,
Utah. Its leading e-commerce website sells a broad range of new
products at low prices, including furniture, décor, rugs, bedding,
home improvement, and more. The online shopping site, which is
visited by nearly 40 million customers a month, also features a
marketplace providing customers access to millions of products from
third-party sellers. Overstock was the first major retailer to
accept cryptocurrency in 2014, and in the same year founded Medici
Ventures, its wholly-owned subsidiary developing and accelerating
blockchain technologies to democratize capital, eliminate
middlemen, and re-humanize commerce. Overstock regularly posts
information about the company and other related matters on
the Newsroom and Investor Relations pages on
its website, Overstock.com.
O, Overstock.com, O.com, Club O, Main Street
Revolution, and Worldstock are registered trademarks of
Overstock.com, Inc. Other service marks, trademarks and trade names
which may be referred to herein are the property of their
respective owners.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements include all statements other than
statements of historical fact and include, but are not limited to,
statements regarding our expectations surrounding the registration
and timing of the Series A-1 dividend. Additional information
regarding factors that could materially affect results and the
accuracy of the forward-looking statements contained herein may be
found in the Company's Form 10-Q for the quarter ended June 30,
2019, which was filed with the SEC on August 8, 2019, and any
subsequent filings with the SEC.
About tZERO
tZERO Group, Inc. ("tZERO") is a majority owned subsidiary
of Overstock.com, focusing on the development and
commercialization of financial technology (FinTech) enhanced with
cryptographically-secured, decentralized ledgers – more commonly
known as blockchain technology. Since its inception, tZERO has
pioneered the effort to bring greater efficiency and transparency
to capital markets. For more information on tZERO, please visit:
https://www.tzero.com/.
tZERO is not a registered broker-dealer, funding portal,
underwriter, investment bank, investment adviser or investment
manager, and is not providing brokerage, investment banking or
underwriting services, recommendations or investment advice to any
person, and does not provide any brokerage services. tZERO takes no
part in the negotiation or execution of secondary market
transactions for the purchase or sale of securities and at no time
has possession of investor funds or securities in connection with
such transactions.
About PRO Securities, LLC
PRO Securities, LLC is an indirectly held majority-owned
subsidiary of Overstock.com, broker-dealer registered with
the SEC and a member of FINRA and SIPC. More
information about PRO Securities may be found
at www.finra.org.
SOURCE: Overstock.com, Inc.
Media Contact:pr@overstock.com
Investor
Contact:ir@overstock.com
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