Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On February 7, 2018 Overstock.com,Inc. (“Overstock”), entered into an Asset Purchase Agreement with Rental Roost, Inc., a Delaware corporation (“Rental Roost”), Kishore Kumar, Nitin Shingate and Vikram Raghavan (the “Majority Stockholders”), which had an effective date of January 22, 2018, and to which Overstock agreed to purchase all or substantially all of the assets of Rental Roost other than tangible assets for $500,000 (the “Rental Roost Asset Purchase Agreement”). The Majority Stockholders collectively own approximately 73.8% of the outstanding common stock of Rental Roost, and each of them is a member of the board of directors of Rental Roost. Vikram Raghavan, who is one of the Majority Stockholders, is also an executive officer (Senior Vice President, Product Development) of Overstock. Overstock expects that Nitin Shingate, who is the CEO and a director of Rental Roost and also one of the Majority Stockholders, will become an employee of Overstock soon after the closing of the asset purchase.
Also on February 7, 2018 Overstock entered into an Asset Purchase Agreement with Houserie, Inc., a Delaware corporation (“Houserie”), and the Majority Stockholders, which had an effective date of January 22, 2018, and to which Overstock agreed to purchase all or substantially all of the assets of Houserie other than tangible assets for $100,000 (the “Houserie Asset Purchase Agreement”). The Majority Stockholders collectively own approximately 90.7% of the outstanding common stock of Houserie, and each of them is a member of the board of directors of Houserie. As described above, Vikram Raghavan, who is one of the Majority Stockholders, is also an executive officer (Senior Vice President, Product Development) of Overstock. Also as described above, Overstock expects that Nitin Shingate, who is the CEO and a director of Houserie and also one of the Majority Stockholders, will become an employee of Overstock soon after the closing of the asset purchase.
The Rental Roost Asset Purchase Agreement and the Houserie Asset Purchase Agreement (collectively, the “Purchase Agreements”) contain representations and covenants, including indemnification agreements, of Overstock and of the respective sellers and of the Majority Stockholders. Subject to satisfaction or waiver of the closing conditions, the respective sales are expected to close on February 9, 2018.
The foregoing descriptions of the Purchase Agreements do not purport to be complete and are qualified in their entirety by the full text of the respective Purchase Agreements, copies of which are filed as Exhibits10.1 and 10.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
|
Asset Purchase Agreement dated as of January 22, 2018 but signed on February 7, 2018 among Rental Roost, Inc., Kishore Kumar, Nitin Shingate, Vikram Raghavan, and Overstock.com, Inc. |
|
Asset Purchase Agreement dated as of January 22, 2018 but signed on February 7, 2018 among Houserie, Inc., Kishore Kumar, Nitin Shingate, Vikram Raghavan, and Overstock.com, Inc. |
Special Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These forward-looking statements involve risks and uncertainties, and relate to future events or our future financial or operating performance. The forward-looking statements include all statements other than statements of historical fact.
|
OVERSTOCK.COM, INC ExhibitEX-10.1 2 rentalroost.htm EXHIBIT 10.1 Exhibit Exhibit 10.1ASSET PURCHASE AGREEMENTby and amongRENTAL ROOST,…To view the full exhibit click |
