Overstock.com, Inc. (NASDAQ:OSTK) filed a Form S-3 with the
Securities and Exchange Commission on Tuesday, September 24, 2019
for registration of its Series A-1 Digital Preferred stock (OSTKO)
as part of the execution of the company’s previously announced
dividend. This filing represents an initial step in the company’s
registration of the OSTKO dividend, and the company is engaged in
active discussions with regulatory authorities to obtain approval
of the registration.
“We remain committed to issuing the OSTKO dividend and
appreciate the cooperation and guidance we are receiving from
regulatory authorities,” said Overstock CEO Jonathan Johnson. “This
dividend will be a great introduction for many to how blockchain
technology can enhance the investor experience.”
The company expects that, through registration of OSTKO,
non-affiliated shareholders will immediately be able to freely
trade the digital shares without any holding period
requirement.
The company will provide further updates regarding the OSTKO
dividend as they become available.
For questions about the dividend, please contact the information
agent, Georgeson, at (866) 203-9357; 1290 Avenue of
the Americas, 9th Floor, New York, NY 10104. For any
questions regarding account setup at Dinosaur Financial Group,
please email the Dinosaur Financial team directly
at securitytokensupport@dinogroup.com. For questions regarding
the PRO Securities ATS, contact Alex Vlastikakis at
avlastikakis@prosecats.com.
Investor NoticeThis 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. 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. Investors can
only trade the Series A-1 shares on the PRO Securities ATS through
an account established with an ATS-subscribing broker-dealer, such
as Dinosaur, with clearing and carrying of Series A-1 positions
provided by ETC, a registered broker-dealer, and with Computershare
as transfer agent.
No Offer, Solicitation, Investment Advice or
RecommendationsThis 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, including but not limited to our
expectations surrounding the Series A-1 dividend, its registration,
the record and payment date, and any time estimates for such
events. 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 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 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.
About Dinosaur Financial Group, LLC
Dinosaur Financial Group, LLC (“Dinosaur”) is a broker-dealer
registered with the SEC and a member of FINRA, SIPC, MSRB and NFA.
Dinosaur is a full service, independent financial services firm
headquartered in New York, New York with an office in Miami,
Florida. It offers investment banking and sales and trading
services across equity and debt products for its clients. Its
affiliated entities offer global access through offices in London,
United Kingdom, Milan, Italy and Madrid, Spain. Dinosaur is not
affiliated with Overstock.com. Dinosaur is not affiliated with
Overstock.com, tZERO, PRO Securities, LLC, or any Overstock
affiliated company.
SOURCE: Overstock.com, Inc.
Media Contact:pr@overstock.com
Investor Contact:ir@overstock.com
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