Overstock.com, Inc. operates on online shopping commercial site. The firm also sells these products through www.overstock.com, www.o.com, and www.o.biz. It operates through the following business segments: Retail, tZERO, and Other. The Retail Segment engages in e-commerce sales through its website. The tZERO Segment focuses on securities transaction through its broker-dealers. The Other Segment consists of Medici business. The company was founded by Patrick Michael Byrne on May 5, 1997 and is headquartered in headquartered in Salt Lake City, UT.
If we fail to comply with ongoing Nasdaq listing standards and corporate governance requirements, we could be subject to de-listing.
Future sales of our common or preferred stock may depress our stock price.
Our ownership in tZERO is below the threshold required to permit us to use its losses to offset taxable income generated by the rest of our U.S. business and is below the threshold required to effect a tax-free spin-off.
tZERO Crypto’s business may be limited in certain jurisdictions if it is unable to timely receive certain licenses it is in process of obtaining or due to the regulations applicable to it.
tZERO Crypto operates a digital wallet and exchange services application which subjects it to a variety of risks.
tZERO Markets may not receive the regulatory approval it requires to operate its anticipated business.
tZERO Markets intends to be registered as a broker-dealer and would be subject to extensive regulation.
Our Series A-1 Preferred shares are substantially different from other securities traded in the U.S. public markets and are subject to a variety of unusual restrictions and material risks.
The technology on which the tZERO Platform depends has been developed by our majority-owned subsidiary, tZERO, and is licensed by its subsidiary, PRO Securities, and the Series A-1 Preferred depends on both tZERO and PRO Securities, neither of which has substantial resources.
Transactions involving the Series A-1 Preferred could result in errors, which may be impossible to correct.
The Series A-1 Preferred depends on Computershare as the transfer agent for the Series A-1 Preferred.
The potential application of U.S. laws regarding traditional investment securities to the Series A-1 Preferred is unclear.
The potential application of U.S. laws regarding virtual currencies and money transmission to PRO Securities' use of the Ethereum blockchain is unclear.
We have the right to convert the outstanding shares of Series A-1 Preferred into shares of Series B Preferred at any time.
The restrictions on the tax reporting of holder's cost basis in shares of Series A-1 Preferred will not allow normal tax planning in the sale of shares of Series A-1 Preferred and may result in disadvantageous tax consequences to a seller of Series A-1 Preferred.
We could encounter a variety of challenges in connection with the issuance of our Series A-1 Preferred Shares as a dividend.
This executive commentary is intended to provide investors with a view of our business through the eyes of our management. As an executive commentary, it necessarily focuses on selected aspects of our business. This executive commentary is intended as a supplement to, but not a substitute for, the more detailed discussion of our business included elsewhere herein. Investors are cautioned to read our entire "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as our interim and audited financial statements, and the discussion of our business and risk factors and other information included elsewhere or incorporated in this report. This executive commentary includes forward-looking statements, and investors are cautioned to read "Special Cautionary Note Regarding Forward-Looking Statements."