SecurityTokenCap

Overstock is a tech-driven online retailer located near Salt Lake City in the shadow of the Wasatch Mountains. Since their beginnings in 1999, Overstock has evolved from a fledging startup to a billion-dollar online retailer as a result of a hard-working and creative team. 

Overstock.com, Inc. is an American internet retailer headquartered in Midvale, Utah, near Salt Lake City. Overstock.com was originally founded in 1997 by Robert Brazell as D2: Discounts Direct. Two years later, it was sold to Patric M. Byrne who renamed it Overstock.com 

On January 9, 2014, Overstock.com became the first major retailer to start accepting bitcoin as payments for its goods. In the first 22 hours, they received over 800 orders worth US $126,000 in bitcoin. This represents a 4.33% increase in sales from their normal income of $3 million per day. 

                                        Description of the Series A-1 Preferred Stock (the "Series A-1 Shares")

The Overstock.com, Inc. ("Overstock") Board of Directors approved the declaration of the dividend in the form of shares of Digital Voting Series A-1 Preferred Stock, (the "Series A-1 Shares") on April 6, 2020 (the "Dividend"). The Board has also set the record date for the Dividend of April 27, 2020 (the "Record Date") and the payment date of May 19, 2020 (the "Payment Date"). Overstock has also received from Nasdaq an ex-dividend date of April 24, 2020 (the "Ex-Dividend Date"). For more information, please see our recent press release announcement: Overstock.com Announces Key Dates and Provides Detailed Information Regarding its Digital Series A-1 Preferred Stock Dividend.

The Series A-1 Shares currently trade under the symbol "OSTKO" on the alternative trading system ("ATS") operated by tZERO ATS, LLC, a subsidiary of Overstock and an SEC-registered broker-dealer and member of FINRA and SIPC (such ATS, the "tZERO ATS"). The Series A-1 Shares are preferred shares and a separate class of stock from Overstock's common stock, which trades under the symbol "OSTK". The Series A-1 Shares have similar rights to the shares of common stock and participates in any dividend paid on the shares of common stock. The Series A-1 Share, unlike the common stock, may be paid an annual preferential dividend if declared by the Board.

The Series A-1 Shares are uncertificated securities reflected on the records of our transfer agent, Computershare. An uncertificated security is a book-entry security for which no paper certificate has been issued.

The term "digitally enhanced" references the blockchain technology elements that have been added to provide features that investors should find will enhance transparency. The use of blockchain technology provides enhanced transparency by allowing investors, broker-dealers, and regulators to see a courtesy carbon copy of the transfer agent share register (which controls in all cases as to record ownership) on the publicly available, anonymous distributed ledger, and which is available solely for convenience. The conventional records of SEC-regulated entities govern all transactions for the Series A-1 Shares in all circumstances. However, our transfer agent, Computershare Trust Company, N.A. ("Computershare"), maintains our shareholder register and features of distributed ledger technology controlled by Computershare have been added to enhance the investor's ownership experience and provide transparency, without affecting the traditional protections and roles played by market participants.

An investor can trade the Series A-1 Shares on the tZERO ATS in two ways. An investor can open a brokerage account with a broker-dealer that subscribes to the tZERO ATS and executes trades in the Series A-1 Shares (a "Subscriber"). A Subscriber is a broker-dealer approved to trade securities on the tZERO ATS and executes trades in the Series A-1 Shares. Alternatively, an investor can open an account with a broker-dealer that maintains an account with a Subscriber. The only current Subscriber is Dinosaur Financial Group, LLC, an SEC-registered broker-dealer and member of FINRA and SIPC ("Dinosaur Financial"). tZERO ATS continues work to onboard additional Subscribers.

                                                                                           Dividend Rights

The Series A Preferred and the Series B Preferred will each rank senior to the common stock with respect to dividends. Holders of Series A Preferred and holders of Series B Preferred will have no right to any dividend unless declared by our board of directors, and our board of directors will have no obligation to declare any such dividend. However, holders of Series A Preferred and Series B Preferred will be entitled to a cumulative annual cash dividend of 1.0% of the Subscription Price, rounded to the nearest $0.01, in preference to any cash dividends payable to the holders of the common stock, if, as and when declared by our board of directors. In addition to their preferential dividend rights, holders of Series A Preferred and Series B Preferred will also be entitled to participate in any cash dividend paid to the holders of the common stock.

                                                                                           Medici Venrutes 

Medici Ventures is a wholly-owned subsidiary of Overstock.com launched in 2014. Their goal is to change the world by advancing blockchain technology.

Some of the investments include; tZERO, Bitt, Netki, Ripio and others.