December 26, 2018
Gregory J. Iverson
Chief Financial Officer
OVERSTOCK.COM, INC
799 West Coliseum Way
Midvale, Utah 84047
Re: OVERSTOCK.COM, INC
Form 10-K For the Fiscal Year ended December 31, 2017
Filed March 15, 2018
File No. 000-49799
Dear Mr. Iverson:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K For the Fiscal Year ended December 31, 2017
General
1. We note your disclosure on page 37 of your Form 10-K that "tZERO expects
to develop a
new trading platform for the tZERO Security Tokens it plans to issue in
connection with
its security token offering and for use by other companies that issue
tokens treated as
securities, but it is only in the preliminary stages of development of
the new trading
platform," and your disclosure on page 40 that "tZERO is only in the
preliminary stages of
development of the Token Trading System and may not successfully develop,
market and
launch any Token Trading System." We also note the disclosure in your
Form 10-Q for
the period ended June 30, 2018 that "tZERO has recently entered into a
joint venture with
BOX Digital Market LLC to develop a national securities exchange with
regulatory
approvals that would enable the exchange to trade security tokens." As of
your most
recent Form 10-Q for the period ended September 30, 2018, it appeared
that the trading
platform for tZERO Security Tokens, any token trading system, and the
national securities
Gregory J. Iverson
OVERSTOCK.COM, INC
December 26, 2018
Page 2
exchange for tokens were in the preliminary stages of development.
However, in your
Form 8-K filed December 17, your letter to shareholders indicates that
"you are wrapping
up development of the security token trading platform in the next
couple of weeks, and,
subject to finalizing regulatory review, plan to unveil it to the
world early in the new
year." Please tell us the status of any token trading platform or
system, including a
detailed discussion of the platform's stage of development, any
required regulatory
approvals or registrations and clarify the date(s) by which you expect
any platforms to be
operational and for what purpose(s). Please do the same with respect
to your plans for the
national securities exchange to trade security tokens.
Note 2. Accounting Policies
Noncontrolling interests, page 110
2. We note that tZERO launched a security token offering of the right to
acquire, if issued in
the future, tZERO Preferred Equity Tokens through a Simple Agreement
for Future
Equity ("SAFE"). Please tell us how you determined that the SAFE
qualified as an equity
classified financial instrument presented within noncontrolling
interest. Also tell us and
disclose in future filings the pertinent rights and privileges of the
SAFE and, if known,
Preferred Equity Tokens and how you determine the profit or loss
attributable to the
noncontrolling interest. See ASC 505-10-50-3.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Andrew
Blume, Staff
Accountant, at 202-551-3254 if you have questions regarding comments on the
financial
statements and related matters. Please contact Katherine Bagley, Staff
Attorney, at 202-551-
2545 or Mara Ransom, Assistant Director, at 202-551-3264 with any other
questions.
FirstName LastNameGregory J. Iverson Sincerely,
Comapany NameOVERSTOCK.COM, INC
Division of
Corporation Finance
December 26, 2018 Page 2 Office of
Consumer Products
FirstName LastName