Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement
On March 29, 2018, Overstock.com, Inc. (“Overstock”), its wholly owned subsidiary Medici Ventures, Inc. (“Medici”), Patrick M. Byrne and Hernando de Soto entered into Amendment 1 (the “Amendment”) to the Memorandum of Understanding dated December 27, 2017 to which they are parties relating to the formation of DeSoto Inc. (the “MOU”). The Amendment extended the March 31, 2018 deadline for Dr. Byrne and Medici to make capital contributions to DeSoto Inc. (“DeSoto”) of $14 million and $4 million, respectively, to July 31, 2018.
The goal of DeSoto is to develop a blockchain-based system to develop a global property registry system focused on the property rights of people in the developing world. DeSoto is or will be owned 50% by Medici, 33% by Mr. de Soto and 17% by Dr. Byrne, who is the Chief Executive Officer and a member of the Board of Directors of Overstock, and also serves on the board of directors of Medici. Mr. de Soto will serve as Chairman of DeSoto and as a director of Medici. Dr. Byrne will serve as Co-Chairman and Chief Executive Officer of DeSoto, in addition to his positions with Overstock and Medici.
The MOU contemplates a more detailed future agreement, and provides that the parties will cooperate in good faith to reach more detailed agreements in the future.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 9.01Financial Statements and Exhibits
(d)Exhibits.
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Amendment 1 dated March 29, 2018 to Memorandum of Understanding by and among Overstock.com, Inc., Medici Ventures, Inc., Patrick M. Byrne and Hernando de Soto |
Special Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E 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.
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OVERSTOCK.COM, INC ExhibitEX-10.1 2 amendmenttomou20180329.htm EXHIBIT 10.1 Exhibit Amendment 1toMemorandum of Understanding (12/27/17)This Amendment 1 (“Amendment”) to the Memorandum of Understanding between Hernando de Soto,…To view the full exhibit click |
