Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Other Events
Item 8.01 Other Events.
On April 9, 2020, Overstock.com, Inc. (the “Company” or “we”), in connection with an equity offering program under which the Company may offer and sell, from time to time, shares of the Company’s common stock, $.0001 per share (“Common Stock”), having an aggregate offering price of up to $80 million (the “Offering”), the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”). In connection with the Offering, the Company entered into an amendment (the “Amendment”) to its Capital on DemandTM Sales Agreement (as amended, the “Sales Agreement”) with JonesTrading Institutional Services LLC, as agent (“JonesTrading”).
Under the Sales Agreement, JonesTrading may sell the Common Stock by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. We are not obligated to sell any shares of Common Stock under the Sales Agreement, and there can be no assurance of the price or prices at which we may sell any shares under the Sales Agreement. The Offering will terminate upon the sale of all shares subject to the Sales Agreement or termination of the Sales Agreement. We will pay JonesTrading a commission of up to 3.0% of the aggregate gross sales price of shares sold to the Sales Agreement. We have agreed to reimburse JonesTrading for certain specified expenses as provided in the Sales Agreement, and we have also agreed to provide JonesTrading with customary indemnification and contribution rights.
The shares of Common Stock will be issued to the Prospectus Supplement and the Company’s Registration Statement on Form S-3 (File No. 333-233913) filed with the SEC and effective as of April 1, 2020 (the “Registration Statement”). This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Amendment and the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of (i) the Amendment, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and (ii) the Sales Agreement, previously incorporated by referenced into the Company’s Annual Report on Form 10-K filed on March 13, 2020.
This Current Report on Form 8-K is being filed to file certain documents in connection with the Offering as exhibits to the Registration Statement.
Item 9.01 Exhibits.
(d) Exhibits.
| 1.1 | Amendment No. 3 to Capital on DemandTM Sales Agreement between Overstock.com, Inc. and JonesTrading Institutional Services LLC, as agent, dated April 9, 2020 |
| 5.1 | Opinion of Bryan Cave Leighton Paisner LLP |
| 23.1 | Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.1) |
OVERSTOCK.COM, INC Exhibit
EX-1.1 2 tm2015447d3_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 AMENDMENT NO. 3 TO Capital on Demand™ SALES AGREEMENT April 9,…
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About Overstock.com, Inc. (NASDAQ:OSTK)
Overstock.com, Inc. is an online retailer offering a range of merchandise, including furniture, home decor, bedding and bath, houseware, jewelry and watches, apparel and designer accessories, health and beauty products, electronics and computers, and sporting goods, among other products. The Company operates through two segments: direct business and partner business. Its direct business includes sales made to individual consumers and businesses. For the Company’s partner business, it sells merchandise from manufacturers, distributors and other suppliers. The Company also sells books, magazines, compact discs (CDs), digital versatile discs (DVDs) and video games under books, movies, music and games (BMMG) category. It sells these products through its Internet Websites located at www.overstock.com, www.o.co and www.o.biz. The Company offers approximately 877,000 non-BMMG products and 1.1 million BMMG products.
