Overstock Stockholders Approve Path for Company’s Historic Dividend
February 13 2020 - 4:20PM
Overstock.com, Inc. (NASDAQ:OSTK) stockholders have voted to
approve the proposed changes for the company to move forward with
the issuance of its previously-announced Series A-1 Preferred Stock
dividend on a 1:10 basis. The shares, which will be registered with
the SEC, trade exclusively on the tZERO ATS under the symbol OSTKO.
“This is a big deal for Overstock and tZERO,” said
Overstock CEO Jonathan Johnson. “I thank our stockholders for
approving this historic dividend, which we believe will provide
them real value. I expect it will increase investor interest and
activity in the tZERO ATS trading environment and incentivize both
issuers and broker-dealers to further utilize tZERO’s revolutionary
blockchain-meets-capital-markets technology.”
Stockholder approval enabled changes to be made to
the OSTKO certificates of designation so that shares can be held
more broadly and transferred more easily. Stockholders approved
proposals 1-3, which are those necessary to move forward with the
dividend as planned. Stockholders did not approve proposals 4 and 5
which means that the company must seek stockholder approval in
order to make any future changes to the total number of shares of
preferred stock designated as Series A-1 Preferred Stock and
Series B Preferred Stock.
Overstock is working with industry participants to
finalize the record and distribution dates for the Series A-1
Preferred Stock dividend, expects to notify investors soon of those
dates and expects to distribute the dividend no later than this
April.
Investor Notice This press release
does not constitute an offer to sell or a solicitation of an offer
to buy the Digital Voting Series A-1 Preferred Stock and no offer,
solicitation or sale of the Digital Voting Series A-1 Preferred
Stock 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 Digital Voting
Series A-1 Preferred Stock will be made only by means of a
prospectus supplement and the accompanying prospectus, forming a
part of an effective registration statement. Investors should note
that trading the Digital Voting Series A-1 Preferred Stock could
involve substantial risks, including no guarantee of returns or
liquidity, which could impact the price and ability to sell.
Investors can only sell the Digital Voting Series A-1 Stock on the
tZERO ATS through an account established with an ATS-subscribing
broker-dealer, such as Dinosaur Financial Group, LLC, with clearing
and carrying of Digital Voting Series A-1 Preferred Stock positions
provided by ETC, a registered broker-dealer, and
with Computershare as transfer agent.
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 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 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 the timing of the Series A-1 Preferred Stock
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 September 30, 2019, which was filed with
the SEC on November 12, 2019, and any subsequent
filings with the SEC.
SOURCE: Overstock.com, Inc.
Media Contact:pr@overstock.com
Investor
Contact:ir@overstock.com
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