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

MARCH 6, 2024

Date of Report (date of earliest event reported)

Beyond, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

000-41850

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	BYON	New York Stock Exchange

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 7.01 Regulation FD Disclosure

On March 7, 2024, Beyond, Inc. (the “Company”) issued a press release announcing the Company’s acquisition of certain intellectual property of Zulily pursuant to an asset purchase agreement with Zulily ABC, LLC, as described in Item 8.01 below. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 8.01 Other Events

On March 6, 2024, the Company entered into an intellectual property asset purchase agreement and acquired certain intellectual property assets of the Zulily brand from Zulily ABC, LLC, including website and domain names, trademarks, tradenames, customer database, social media accounts, software to run the Zulily website, and goodwill associated with the brand for a total purchase price of $4,500,000.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.			Description of Exhibit
99.1			Press Release dated March 7, 2024
104			Cover Page Interactive Data File (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.

		BEYOND, INC.

	By:	/s/ E. Glen Nickle
		E. Glen Nickle
		Chief Legal Officer
	Date:	March 7, 2024

Exhibit 99.1

Beyond, Inc. Acquires Ecommerce Pioneer Zulily, Supercharging its Off-Priced Business

Company strategically doubles down on the off-priced home and lifestyle segment.

MIDVALE, Utah, March 7, 2024 — Beyond, Inc. (NYSE: BYON), owner of online retail giants Overstock and Bed Bath & Beyond, today announced the acquisition of the intellectual property and other brand assets of Zulily, the flash sale pioneer and ecommerce retailer. This strategic move was designed to further strengthen Beyond's position in the off-price market, enhancing value for customers on the products they’re looking for. The addition of Zulily will complement Beyond’s suite of brands, including Overstock, which is scheduled to relaunch later this month.

“This acquisition doubles down on our belief in the off-price market, and its importance to building our business, improving our margin profile, and growing our customer file,” said Marcus Lemonis, Executive Chairman of Beyond, Inc. “Zulily, in combination with our legacy brand, Overstock, will provide our vendors multiple outlets that, not only meet customers at various price points, but also offer an additional outlet to improve their inventory turns and financial performance.”

As part of the transaction, Beyond, Inc. acquires certain intellectual property assets related to the Zulily brand, including website and domain names, trademarks, tradenames, customer database, social media accounts, software to run the Zulily website, and goodwill associated with the brand. The transaction excludes all of Zulily’s liabilities, liens, and debts. Pursuant to Beyond’s asset purchase agreement, the Company purchased the assets for $4.5 million plus acquisition-related costs, funded entirely with cash on hand.

“This acquisition marks a strategic step forward in the transformation and long-term growth of Beyond,” said Lemonis. “We’re excited about the global vendor pool this acquisition opens the door to, driving incremental revenue by reengaging Zulily’s 18 million customers as well as the existing Beyond customer database with significant synergies across product categories,” said Lemonis.

The new Zulily site is expected to be fully functional by the end of Q2 2024 and contribute to Beyond’s 24-month revenue goal without adding any additional incremental fixed expense.

“Bringing the trusted Zulily brand into our asset-light business model allows us to offer furniture and home furnishings, apparel and footwear, jewelry and watches, among other categories that are also core competencies of our off-price Overstock business with flash sale deal pricing,” said Dave Nielsen, CEO of Overstock. “The ramp with Zulily is simple, as the website and mobile app are already built and available in the Shopify environment. We will be able to integrate it seamlessly into our back-end systems for order fulfillment, logistics, and operations to be handled by our existing teams.”

About Beyond

Beyond, Inc. (NYSE:BYON), based in Midvale, Utah, is an ecommerce expert with a singular focus: connecting consumers with products and services that unlock their homes’ potential. The Company owns Overstock, Bed Bath & Beyond, Baby & Beyond, and other related brands and associated intellectual property. It’s suite of online shopping brands feature millions of products for various life stages that millions of customers visit each month. Beyond regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website, Beyond.com.

Beyond, Bed Bath & Beyond, Welcome Rewards, Overstock and Overstock Government are trademarks of Beyond, 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 the impact of the acquisition and the Zulily brand on our business; the relaunch of Overstock; the launch of the new Zulily site; our future actions, growth, strategy, or performance, including with respect to revenue, margin profile and customer profile. 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, 2023, filed with the SEC on February 23, 2024, and in our subsequent filings with the SEC.

Beyond, Inc. Communications: Sarah Factor pr@beyond.com

Cover Page	Mar. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 06, 2024
Entity Registrant Name	Beyond, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-41850
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	BYON
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001130713
Amendment Flag	false