Overstock.com,Inc. (NASDAQ:OSTK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On November8, 2017, the Company issued warrants (collectively, the “Warrants”) to purchase up to a combined aggregate of 3,722,188 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to Quantum Partners LP (“Quantum”) and Passport Special Opportunities Master Fund, L.P. (“Passport” and, together with Quantum, the “Purchasers”) in privately negotiated transactions, for an aggregate purchase price of $6.6million. The warrants were issued to separate Securities Purchase Agreements between the Company and each Purchaser (together, the “Purchase Agreements”). The Warrants and the Common Stock were offered under the Company’s effective shelf registration statement on FormS-3 (Registration No.333-203607) and the Prospectus Supplement.
The Warrant issued to Quantum, as amended, is exercisable for up to 2,472,188 shares of Common Stock, for a term that commences on November13, 2017 and ends on January2, 2018, subject to adjustment and extension in accordance with the terms of the Warrant.
The Warrant issued to Passport, as amended, is exercisable for up to 1,250,000 shares of Common Stock for a term that commenced on November8, 2017 and ends on February7, 2018, subject to adjustment and extension in accordance with the terms of the Warrant.
The exercise price for both Warrants is $40.45 per share of Common Stock, subject to adjustment as provided in the respective Warrants.
The foregoing descriptions of the Purchase Agreements and the Warrants, as amended, are not complete and are qualified in their entirety by reference to the full text of the relevant documents, copies of which are filed as exhibits hereto and incorporated by reference herein.
Item 8.01 Other Events.
The information in this Form8-K/A amends or supersedes certain information in the Prospectus Supplement. Without limiting the foregoing, the number of shares of Common Stock to be outstanding assuming the sale and exercise of all Warrants offered as described in the Prospectus Supplement is 28,745,516, and both Warrants are exercisable immediately.