On May 19, 2020, Overstock.com, Inc. (NASDAQ:OSTK) paid a dividend
to stockholders of record as of April 27, 2020 in the form of
shares of Digital Voting Series A-1 Preferred Stock, OSTKO, which
is registered with the Securities Exchange Commission under the
Securities Act of 1933.
“It has come to the company’s attention that shares of Series
A-1 Preferred Stock are being sold on platforms other than the
alternative trading system (ATS), operated by tZERO ATS, LLC,” said
Overstock Chief Executive Officer Jonathan Johnson. “These
transfers are in violation of the transfer restrictions imposed on
the Series A-1 Preferred Stock by the Certificate of Designation.
Overstock is considering all options, including legal action, to
stop sales of shares of Series A-1 Preferred Stock in violation of
the transfer restrictions.”
Section 12(a) of the Certificate of Designation, which was
approved by Overstock stockholders in February 2020, states,
“Shares of Series A-1 Preferred cannot be sold except through
an alternative trading system operated by tZERO ATS, LLC, a
broker-dealer registered with the U.S. Securities and Exchange
Commission and a member of FINRA and SIPC.”
Subject to limited exceptions, shares of Series A-1 Preferred
Stock can only be sold through the ATS operated by tZERO ATS, LLC,
a broker-dealer registered with the SEC.
In order to trade the Series A-1 shares in compliance with the
Certificate of Designation, investors must open or have a brokerage
account with an ATS-subscribing broker-dealer, or with a
broker-dealer that maintains an account with an ATS-subscribing
broker-dealer.
Investor Notice
Investors should note that trading the Series A-1 shares could
involve substantial risks, including no guarantee of returns, costs
associated with selling and purchasing, no assurance of liquidity
which could impact the price and ability to sell, and possible loss
of principal invested.
No Offer, Solicitation, Investment Advice or
Recommendations This press 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 press 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 press release constitutes investment
advice or offers any opinion with respect to the suitability of any
security, and the views expressed in this press release should not
be taken as advice to buy, sell or hold any security. In preparing
the information contained in this press 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 press 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 OverstockOverstock.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 home products at low prices, including
furniture, décor, rugs, bedding, home improvement, and more. The
online shopping site, which is visited by tens of millions of
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 dedicated to the development and acceleration of
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.
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, including but not limited to
statements regarding trading eligibility of Digital Voting Series
A-1 Preferred Stock. 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 Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, which was filed with
the SEC on March 13, 2020, and any subsequent
filings with the SEC.
About tZEROtZERO Group, Inc. (“tZERO”) is
an indirectly-held 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. 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 tZERO ATS, LLCtZERO ATS,
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 tZERO ATS, LLC may be found
at www.finra.org.
SOURCE: Overstock.com, Inc.
Contacts Investor
Relations:Alexis Callahan801-947-5126ir@overstock.com |
Media:Overstock Media
Relations801-947-3564pr@overstock.com |
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