Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Other Events
Item 8.01 Other Events

On March 1, 2019, Overstock.com, Inc., a Delaware Corporation (the “Company”), issued a press release announcing the entry into a Memorandum of Understanding (“MOU”) dated February 28, 2019, between the Company’s indirectly held majority-owned subsidiary tZERO Group, Inc. and Makara Capital Partners Pte. Ltd. and GoldenSand Capital Ltd.

The press release is filed with this report as Exhibit 99.1 and is incorporated herein by reference. The MOU is filed with this report as Exhibit 99.2 and is incorporated herein by reference.

The brackets surrounding the [1,500,000,000] in line 9 of the MOU are intentional because the parties have not yet reached an agreement on that specific post-money valuation of tZERO. This valuation and other more specific terms are to be subsequently negotiated by the parties and included in the definitive purchase and sale agreements.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

The following exhibit is furnished with this report:

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. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein and to reflect any change in its expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.