Overstock.com, Inc. (NASDAQ:OSTK) announces that its Board of
Directors has declared a dividend (the “Dividend”) payable in
shares of its Digital Voting Series A-1 Preferred Stock (the
“Series A-1”). The record date for the Dividend will be September
23, 2019, and the distribution date for the Dividend will be
November 15, 2019. The Dividend will be payable at a ratio of 1:10,
meaning that one share of Series A-1 will be issued for every ten
shares of common stock, Series A-1 or Voting Series B Preferred
Stock held by all holders of such shares as of the record date.
The existing Series A-1 shares currently can be traded on the
PRO Securities alternative trading system (ATS) operated by PRO
Securities, LLC. The PRO Securities ATS is powered by technology
owned and licensed to it by Overstock’s majority owned
subsidiary tZERO Group, Inc., which owns PRO Securities, LLC.
The PRO Securities ATS is the same platform on which tZERO’s
security tokens began to be resold among accredited investors
earlier this year.
“Five years ago, we set out to create a parallel universe: a
legal, blockchain-based capital market. We’ve succeeded,” said
Overstock.com founder and CEO Patrick M. Byrne. “The approximately
40,000 holders of the currently outstanding ≈37 million shares of
Overstock will be issued a dividend of ≈3.7 million of these new
digital shares to trade in that new capital market. Because the
bundle of legal rights represented by each of these new A-1 shares
is similar to the bundle of legal rights embodied in shares of our
common stock (OSTK) that trades on NASDAQ, I might normally
expect these blockchain-based A-1 shares to trade in rough
approximation with OSTK. However, our legacy OSTK shares trade in a
capital market with trading and settlement mechanisms about which I
have long made my criticisms and doubts known to the public,
whereas our new blockchain-based A-1 shares trade in a
blockchain-based capital market which I believe is resistant to
such dynamics. I cannot predict what kind of trading parity, if
any, will emerge between the two. Perhaps arbitrageurs will notice
and explore such matters, and in the process, punch a wormhole
between the universe of legacy NMS and new universe of a blockchain
capital market. I am going to be as interested as anyone else
to see what the result of that will be.”
These new shares of Series A-1 to be issued in connection with
the Dividend have not been, and are not required to be, registered
under the Securities Act of 1933 or applicable state securities
laws. Consequently, no secondary resales of such shares will occur
until they become eligible for resales under Rule 144 under the
Securities Act, or if another exemption from registration is
available. The time period after which the Dividend shares will
become eligible for Rule 144 varies depending on individual
circumstances. In general, it is six months from the payment date
for non-affiliate investors, subject to the applicable requirements
and limitations of Rule 144. Once secondary resales are permitted,
investors are expected to be able to trade shares of the Series A-1
on the PRO Securities ATS, operated by PRO Securities, through a
brokerage account established with Dinosaur Financial Group, LLC.
More details on that will be made available at a later date.
The company has set up a dedicated customer service team to
answer any shareholder questions regarding this dividend
announcement, which can be reached by calling 1-833-895-1554 M-F
between the hours of 8 AM (ET) and 4:30 PM (ET).
Investor Notice Investors should note that
trading in digital securities 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.
Further, an investment in single digital security could mean lack
of diversification and, consequently, higher risk.
Investors may currently trade the Series A-1, on the PRO
Securities ATS only through a brokerage account established with
Dinosaur Financial Group, LLC, a subscriber to the ATS, with
clearing and custody provided by Electronic Transaction Clearing, a
registered broker-dealer, and Computershare as transfer agent.
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 digital securities, nor does it
constitute an offer to provide investment advisory or other
services by Overstock.com, Inc. or any of its affiliates,
subsidiaries, officers, directors or employees. No reference to any
specific digital securities 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, token, 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 digital 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. O.biz and Space Shift are also
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. 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 March 31, 2019, which was
filed with the SEC on May 9, 2019, and any subsequent filings with
the SEC.
About tZERO tZERO Group, Inc. (“tZERO“) is
a majority owned subsidiary of Overstock.com, Inc. 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 PRO Securities, LLC PRO Securities, LLC
is a 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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