Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

OCTOBER 24, 2023

Date of Report (date of earliest event reported)

Overstock.com, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

000-49799

87-0634302

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

Identification Number)

799 W. Coliseum Way

Midvale, Utah 84047

(Address of principal executive offices)

(801) 947-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OSTK	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On October 24, 2023, Overstock.com Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to the Nasdaq Stock Market LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq and transfer the listing to the New York Stock Exchange (“NYSE”). The Company expects that listing and trading of the Common Stock on Nasdaq will end at market close on November 3, 2023, and that trading will commence on the NYSE at market open on November 6, 2023.

The Common Stock has been authorized for listing on the NYSE, where it will trade under the stock ticker symbol “BYON.”

Item 7.01 Regulation FD

On October 24, 2023, the Company issued a press release announcing the anticipated transfer of the principal listing of the Common Stock to the NYSE. The Company also announced that it plans to change its corporate name to Beyond, Inc., effective November 6, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.

The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.			Description of Exhibit
99.1			Press Release dated October 24, 2023
104			The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		OVERSTOCK.COM, INC.

	By:	/s/ E. Glen Nickle
		E. Glen Nickle
		Chief Legal Officer
	Date:	October 24, 2023

Overstock Heads into the Future as Beyond

•Overstock.com, Inc. will change corporate name to Beyond, Inc.

•Common stock listing will transfer from NASDAQ to NYSE

•Ticker symbol will change from OSTK to BYON

•All changes effective November 6, 2023

MIDVALE, Utah – October 24, 2023 – Overstock.com, Inc. (NASDAQ:OSTK), which operates as Bed Bath & Beyond, today announced that it will change its corporate name to Beyond, Inc. effective November 6, 2023. Concurrently, with the corporate name change, the company will transfer its stock listing from the Nasdaq Global Market (NASDAQ) to the New York Stock Exchange (NYSE) and change its ticker symbol from OSTK to BYON. Following the corporate name change, Beyond, Inc. will continue to operate its furniture and home furnishings ecommerce business under the Bed Bath & Beyond brand.

On June 28, 2023, Overstock.com, Inc. acquired the Bed Bath & Beyond brand and associated intellectual property. Overstock was rebranded as Bed Bath & Beyond, launching bedbathandbeyond.ca (formerly overstock.ca) in Canada on June 29, 2023, followed by bedbathandbeyond.com (formerly overstock.com) and the brand’s new mobile app in the United States on August 1, 2023. Today, Bed Bath & Beyond sells a broad array of high quality, on-trend home products at competitive prices, including furniture, bedding and bath, patio and outdoor, area rugs, tabletop and cookware, décor, storage and organization, small appliances, home improvement, and more.

“Changing our corporate name to Beyond, Inc. sets us up well for a brighter future,” said Jonathan Johnson, Chief Executive Officer. “As we continue the process of transforming our consumer brand, our new corporate name will help us reach millions of new customers with our advantageous and differentiated, asset-light ecommerce business model. The name ‘Beyond’ emphasizes our commitment to connect new and legacy customers with a wide assortment of products and services. Since our founding in 1999, the company has focused on bringing technical expertise to ecommerce and providing a simple and easy experience for consumers and supplier partners. We expect the corporate name change to enhance the awareness of our iconic consumer brand, Bed Bath & Beyond.”

Overstock.com, Inc. will continue to trade on the NASDAQ with ticker symbol OSTK until the close of market on Friday, November 3, 2023. Beyond, Inc. will begin trading on the NYSE with ticker symbol BYON when markets open on Monday, November 6, 2023. On that day, to celebrate the transfer, representatives of Beyond, Inc. will ring the NYSE Opening Bell at 9:30 AM ET.

“We are grateful to NASDAQ for their partnership and support over the years," Johnson said. “We are thankful to the NYSE for welcoming us to its prestigious platform. We are excited to join many of the world’s biggest consumer brands, as we begin a new chapter in our corporate transformation.”

“We are thrilled to welcome Beyond, Inc. to the New York Stock Exchange,” said Lynn Martin, NYSE President. “Under its new name, Beyond, Inc. joins a world-class community of peers in the retail space at its new listing home, where it can leverage the visibility, unmatched trading platform and other advantages only found at the NYSE.”

About Overstock.com

Overstock.com, Inc. (NASDAQ:OSTK) is a technology-focused innovator based in Salt Lake City, Utah and owner of the Bed Bath & Beyond brand and other intellectual property related to the brand. Bed Bath & Beyond is an online home furnishings and furniture retailer in the United States and Canada. The leading ecommerce website sells a broad range of new home products at low prices, including furniture, décor, area rugs, bedding and bath, home improvement, and more. The online shopping site features millions of products that tens of millions of customers visit each month. Overstock regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website.

Bed Bath & Beyond, Beyond, Welcome Rewards, Overstock, and Overstock.com are 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.

Cautionary Note Regarding Forward-Looking Statements

This press release contains 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 impacts of our use of the Overstock and Bed, Bath & Beyond brands, our corporate name change and stock listing transfer. 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, 2022, which was filed with the SEC on February 24, 2023, Form 10-Q for the fiscal quarter ended March 31, 2023, which was filed with the SEC on May 2, 2023, Form 10-Q for the fiscal quarter ended June 30, 2023, which was filed with the SEC on July 31, 2023, and in our subsequent filings with the SEC.


Contacts Investor Relations: Lavesh Hemnani ir@overstock.com			Media Relations: Sarah Factor pr@overstock.com

Cover Page	Oct. 24, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 24, 2023
Entity Registrant Name	Overstock.com, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-49799
Entity Tax Identification Number	87-0634302
Entity Address, Address Line One	799 W. Coliseum Way
Entity Address, City or Town	Midvale
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84047
City Area Code	801
Local Phone Number	947-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	OSTK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001130713
Amendment Flag	false