Technology

tZERO’s Security Token Subsequent Sale Period Opens After Raising $100 Million In Pre-Sale Period

tZERO
Image source: tZERO

tZERO Announces Agreement with StartEngine.com for Subsequent Sale Period

[REITs]

Special Offer: Valuation Master Class

New York City, NY – March 1, 2018Overstock.com (NASDAQ: OSTK) subsidiary t0.com, Inc. (tZERO) today announced the start of the Subsequent Sale Period for its tZERO Preferred Equity Tokens (tZERO Security Tokens) after raising $100 million in its Pre-Sale Period from strategic purchasers at discounted purchase prices. During the Subsequent Sale Period, rights to acquire tZERO Security Tokens will be sold pursuant to Simple Agreements for Future Equity (SAFEs) at a fixed price of $10.00 per tZERO Security Token, subject to discounts and other concessions. U.S. investors will only be permitted to execute SAFEs and participate in the Subsequent Sale Period if they are accredited investors, as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the Securities Act).

Overstock CEO and founder Patrick M. Byrne said, “I thank our early, strategic investors for sharing our vision to issue a preferred equity security token. Raising $100 million is no small task, and our team has worked tirelessly to conduct this offering in accordance with exemptions under the US securities laws. The opening of the Subsequent Sale Period is another step toward establishing a new paradigm in the capital markets through innovative technology. I welcome all of our new investors.”

The Subsequent Sale Period will be facilitated by SaftLaunch, as well as StartEngine.com (StartEngine), a technology platform that permits tZERO to independently connect with prospective investors.

Joseph Cammarata, President of tZERO said, “We have signed an agreement with StartEngine to utilize their services as another bridge between potential investors and tZERO during the Subsequent Sale Period. To facilitate timely and efficient interactions with potential investors, both StartEngine and SaftLaunch will support us in the Subsequent Sale Period. As we transition to the Subsequent Sale Period, we are one step closer to our financing goals, including the use of a portion of the proceeds of the offering toward leveraging our blockchain experience and expertise to develop a trading system capable of trading tokens that are determined to be securities under the U.S. securities laws.”

Howard Marks, CEO of StartEngine, said, “StartEngine is a leading platform built to help companies like tZERO launch regulated ICOs in the United States and Internationally. tZERO is leading the way for Security Tokens, and we are proud to support them.”

As of March 1, 2018, tZERO has entered into executed SAFES with approximately 1,100 Purchasers for approximately $114.6mm of Tokens, of which $100.6 million has been funded by the respective purchasers. tZERO also announced an extension of the offering until 5 pm EDT on May 14, 2018.

tZERO initially commenced its offering of tZERO Security Tokens on December 18, 2017. In connection with the commencement of the Subsequent Sale Period, tZERO has issued an Amended, Supplemented and Restated Private Placement Offering Memorandum (the Memorandum), which supersedes all prior offering materials that investors have previously received. Investors that have executed a SAFE on or prior to March 1, 2018, may rescind their SAFE and receive a full refund of their investment, as described in the Memorandum, through 5 pm EDT on March 8, 2018.

The symbol for the tZERO Security Token, upon its inception, is expected to be TZRO and the token is expected to be ERC-20 or equivalent compliant. The size of the offering of the tZERO Security Tokens is $250 million with the option to upsize to $300 million in the event that there is sufficient market demand to do so. The tZERO Security Token will be a series of preferred equity of tZERO, with such terms, including with respect to the payment of dividends, as set forth in the terms and conditions included in the Memorandum.

Please Note: Participation in the offering and investments in tZERO Security Tokens are valid if made only through www.startengine.com and www.saftlaunch.com and no other channel. tZERO will NEVER distribute any contribution or payment instructions, including crypto currency wallet addresses, via email, chat, or any websites other than through www.startengine.com and www.saftlaunch.com.

About Overstock.com

Overstock.com, Inc. Common Shares (NASDAQ:OSTK) / Series A Preferred (Medici Ventures’ tZERO platform: OSTKP) / Series B Preferred (OTCQX:OSTBP) is an online retailer based in Salt Lake City, Utah that sells a broad range of products at low prices, including furniture, décor, rugs, bedding, and home improvement. In addition to home goods, Overstock.com offers a variety of products including jewelry, electronics, apparel, and more, as well as a marketplace providing customers access to hundreds of thousands of products from third-party sellers. Additional stores include Pet Adoptions and Worldstock.com dedicated to selling artisan-crafted products from around the world. Forbes ranked Overstock in its list of the Top 100 Most Trustworthy Companies in 2014. Overstock regularly posts information about the company and other related matters under Investor Relations on its website, http://www.overstock.com.

About tZERO

t0.com, Inc. (“tZERO“) is a majority owned subsidiary of Overstock.com, focusing on the development and commercialization of financial technology (FinTech) based on cryptographically-secured, decentralized ledgers – more commonly known as blockchain technologies. Since its inception, tZERO has pioneered the effort to bring greater efficiency and transparency to capital markets through the integration of blockchain technology.

About StartEngine

StartEngine is the leading regulated ICO 2.0 platform in the U.S., connecting everyday investors with tomorrow’s progressive companies. Utilizing its expertise in regulated exempt offerings under the JOBS Act, StartEngine has raised capital for more than 150 companies and has nearly 140,000 users on its platform. Based in Los Angeles, the company was created in 2014 by Howard Marks, co-founder of Activision, and Ron Miller. StartEngine is committed to revolutionizing the ways companies raise capital and to helping entrepreneurs achieve their dreams. Learn more about ICO 2.0 at www.startengine.com.

Forward-Looking Statements

This Press Release contains forward-looking statements, including statements relating to tZERO’s business, the success of the ongoing tZERO Security Token offering and the regulatory compliance of the tZERO Security Token offering. Other statements in this press release that include words such as “anticipate,” “may,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “plan,” “predict,” “potential,” “forecasts,” “project,” and other similar expressions, also are forward-looking statements. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on tZERO. Such forward-looking statements are not guarantees of future performance. Various factors could affect tZERO’s actual results and could cause such results to differ materially from estimates or expectations reflected in forward-looking statements, including factors relating to legal and regulatory developments, applications and/or interpretations of existing legal and regulatory requirements, technological developments and/or difficulties, general economic conditions, conditions in the capital markets and cryptocurrency markets, changes in investor confidence regarding tZERO’s ability to successfully operate its business and develop a trading system for securities tokens, limitations on the tZERO Security Token, including transfer restriction, and other important factors. tZERO expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

This press release is neither an offer to sell, nor a solicitation of an offer to buy, any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The tZERO Security Tokens are being offered only pursuant to the Memorandum.