Item 7.01 Regulation FD.
On January 26, 2021, Overstock.com, Inc. (the "Company" or "we") will hold an
investor call in connection with its entry into the previously announced
Transaction Agreement, dated as of January 25, 2021 (the "Transaction
Agreement"), with Medici Ventures, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Medici Ventures"), Pelion MV GP,
L.L.C., a Delaware limited liability company ("Pelion"), and Pelion, Inc., a
Utah corporation, as guarantor. The slides to be used during the investor call
are furnished herewith as Exhibit 99.1 and are incorporated herein by reference
to this Item 7.01 (the "Slides").
The information set forth in this Item 7.01, including the information set forth
in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any general incorporation language in such
filing.
Cautionary Note Regarding Forward-Looking Statements
The Slides attached to this Form 8-K as Exhibit 99.1 contain certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These forward-looking statements involve risks
and uncertainties and relate to future events or our future financial or
operating performance, such as statements about the potential timing or
consummation of the transactions contemplated by the Transaction Agreement (the
"Transactions") and expectations with respect to the performance of Pelion and
the partnership. Important risk factors that could cause actual results to
differ materially from those indicated in any forward-looking statement include,
but are not limited to: (i) the ability to obtain regulatory approvals, or the
possibility that they may delay the Transactions or that such regulatory
approval may result in the imposition of conditions that could cause the parties
to abandon the Transactions, (ii) the risk that a condition to effecting the
Transactions may not be satisfied; (iii) the possibility that other anticipated
benefits of the Transactions will not be realized; (iv) potential litigation
relating to the Transactions that could be instituted against the Company,
Medici Ventures, Pelion or one of its affiliates; (v) legislative, regulatory
and economic developments; (vi) catastrophic events, including, but not limited
to, acts of terrorism or outbreak of war or hostilities, pandemics (including
COVID-19) or other public health events, as well as management's response to any
of the aforementioned factors; and (vii) such other factors affecting the
Company are detailed from time to time in the Company's filings with the SEC. In
some cases, you can identify the use of forward looking statements by
terminology such as "may," "would," "could," "should," "will," "expect,"
"anticipate," "predict," "project," "potential," "continue," "contemplate,"
"seek," "assume," "believe," "intend," "plan," "forecast," "goal," "estimate,"
or other similar expressions which identify these forward-looking statements.
The forward-looking statements include all statements other than statements of
historical fact, including, without limitation, all statements regarding our
strategies and plans for our retail business and the business Medici Ventures,
and the costs, benefits and risks of such initiatives; our plans and
expectations regarding the costs, benefits, and risks of attempting to develop
technology applications including applications using or relating to blockchain
technology and our plans to commercialize any of these potential applications;
our plans for further changes to our business; and our other statements about
the anticipated benefits and risks of our business and plans. Additional
information regarding factors that could materially affect results and the
accuracy of the forward-looking statements contained herein may be found in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2019, which was filed with the SEC on March 13, 2020, in our Form 10-Q for the
quarter ended March 31, 2020, which was filed with the SEC on May 7, 2020, in
our
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Form 10-Q for the quarter ended June 30, 2020, which was filed with the SEC on
August 6, 2020, in our Form 10-Q for the quarter ended September 30, 2020, which
was filed with the SEC on November 5, 2020, and in our subsequent filings with
the SEC. We caution you that the list of important factors included in our SEC
filings may not contain all of the material factors that are important to you.
In addition, in light of these risks and uncertainties, the matters referred to
in the forward-looking statements contained in this communication may not in
fact occur. The Company disclaims any intention or obligation to update or
revise any forward-looking statements as a result of new information, future
events or otherwise, except as otherwise required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
99.1 January 26, 2021 Investor Call Slides
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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