Overstock Reminds Investors, Broker-Dealers of Trading Requirements of Series A-1 Preferred Shares

Series A-1 shares required to be traded on the tZERO ATS

SALT LAKE CITY, May 21, 2020 (GLOBE NEWSWIRE) -- On May 19, 2020, Overstock.com, Inc. (NASDAQ:OSTK) paid a dividend to stockholders of record as of April 27, 2020 in the form of shares of Digital Voting Series A-1 Preferred Stock, OSTKO, which is registered with the Securities Exchange Commission under the Securities Act of 1933.

“It has come to the company’s attention that shares of Series A-1 Preferred Stock are being sold on platforms other than the alternative trading system (ATS), operated by tZERO ATS, LLC,” said Overstock Chief Executive Officer Jonathan Johnson. “These transfers are in violation of the transfer restrictions imposed on the Series A-1 Preferred Stock by the Certificate of Designation. Overstock is considering all options, including legal action, to stop sales of shares of Series A-1 Preferred Stock in violation of the transfer restrictions.”

Section 12(a) of the Certificate of Designation, which was approved by Overstock stockholders in February 2020, states, “Shares of Series A-1 Preferred cannot be sold except through an alternative trading system operated by tZERO ATS, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC.”

Subject to limited exceptions, shares of Series A-1 Preferred Stock can only be sold through the ATS operated by tZERO ATS, LLC, a broker-dealer registered with the SEC.

In order to trade the Series A-1 shares in compliance with the Certificate of Designation, investors must open or have a brokerage account with an ATS-subscribing broker-dealer, or with a broker-dealer that maintains an account with an ATS-subscribing broker-dealer.

Investor Notice

Investors should note that trading the Series A-1 shares could involve substantial risks, including no guarantee of returns, costs associated with selling and purchasing, no assurance of liquidity which could impact the price and ability to sell, and possible loss of principal invested.

No Offer, Solicitation, Investment Advice or Recommendations

This press release is for informational purposes only and does not constitute an offer to sell, a solicitation to buy, or a recommendation for any security, nor does it constitute an offer to provide investment advisory or other services by Overstock or any of its affiliates, subsidiaries, officers, directors or employees. No reference to any specific security constitutes a recommendation to buy, sell or hold that security or any other security. Nothing in this press release shall be considered a solicitation or offer to buy or sell any security, future, option or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained in this press release constitutes investment advice or offers any opinion with respect to the suitability of any security, and the views expressed in this press release should not be taken as advice to buy, sell or hold any security. In preparing the information contained in this press release, we have not taken into account the investment needs, objectives and financial circumstances of any particular investor. This information has no regard to the specific investment objectives, financial situation and particular needs of any specific recipient of this information and investments discussed may not be suitable for all investors. Any views expressed in this press release by us were prepared based upon the information available to us at the time such views were written. Changed or additional information could cause such views to change. All information is subject to possible correction. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances.