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

Introductory Note

On February 13, 2020, the shareholders of Overstock.com, Inc. (the “Company”) approved amendments to the Company’s Certificate of Incorporation to facilitate the distribution of a dividend (the “Dividend”) payable in shares of the Company’s Digital Voting Series A-1 Preferred Stock (the “Series A-1 Preferred”). In light of the shareholder vote, on April 6, 2020, the Company’s Board of Directors (the “Board”), ratified and confirmed the declaration of the Dividend payable at a ratio of 1:10, meaning that one share of Series A-1 Preferred will be issued for every ten shares of common stock, ten shares of Series A-1 Preferred or ten shares of Voting Series B Preferred Stock held by holders of such shares as of the record date.

Record and Distribution Dates

On April 6, 2020, the Board declared a record date for the Dividend of April 27, 2020 and a distribution date of May 19, 2020. The Company expects the Series A-1 Preferred to be eligible to be recorded and transferred on the books and records of The Depository Trust Company (“DTC”) and NASDAQ has indicated it will set an ex-dividend date after DTC-eligibility is confirmed.

On April 7, 2020, the Company issued a press release that provided additional, detailed information to shareholders and broker-dealers regarding the Dividend and certain questions around the mechanics of the Dividend.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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, including the expected DTC-eligibility for the Series A-1 Preferred, the setting of an ex-dividend date by NASDAQ, the trading market for the Series A-1 Preferred, the actions anticipated to be taken by market participants in connection with the Dividend and the trading of the Series A-1 Preferred, the ability of Dinosaur Financial, LLC to handle new account openings and the trading capabilities of the tZERO ATS. 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.