On June 20, 2018, Pomerantz LLP was appointed Lead Counsel in a class action lawsuit against Overstock.com, Inc. (“Overstock” or the “Company”) and certain of its officers. The class action, filed in United States District Court, District of Utah, and docketed under 18-cv-00290, is on behalf of a class consisting of investors who purchased or otherwise acquired Overstock securities between August 3, 2017 and March 26, 2018, both dates inclusive (the “Class Period”), seeking to recover damages caused by defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials.
Overstock is an online retailer that offers discounted brand-name merchandise for sale over the internet. In late 2014, the Company formed a wholly-owned subsidiary, Medici Ventures (“Medici”), as part of its initiative to develop and advance blockchain technology. Medici oversees a portfolio of blockchain technology and fintech businesses, which includes tZERO. In December 2016, the Company issued publicly traded blockchain preferred shares of Overstock.com, Inc.
The Complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Overstock’s coin offering was highly problematic and potentially illegal; (ii) the Company’s Medici business was hemorrhaging money; and (iii) as a result of the foregoing, Overstock’s public statements were materially false and misleading at all relevant times.
On March 1, 2018, Overstock announced that the Securities and Exchange Commission (“SEC”) had requested information about its initial coin offering. The Company’s filing with the SEC, Form 8-K, stated in relevant part: [I]n February 2018, the Division of Enforcement of the SEC informed the Company that it is conducting an investigation in the matter Re: Overstock.com, Inc. (NY-9777) and requested that the Company voluntarily provide certain documents related to the Offering and the Tokens in connection with its investigation. The Company is in the process of responding to this document request and will cooperate with the SEC in connection with its investigation.
On this news, Overstock’s share price fell $2.65, or 4.38%, to close at $57.75 on March 1, 2018.
On March 15, 2018, post-market, the Company filed an annual report on Form 10-K with the SEC, announcing the Company’s financial and operating results for the quarter and year ended December 31, 2017 (the “2017 10-K”). In the 2017 10-K, the Company provided an update on the SEC probe, stating in relevant part: “[I]n February 2018, the Division of Enforcement of the SEC informed tZERO and subsequently informed us that it is conducting an investigation and requested that we and our affiliates, including Medici Ventures and tZERO, voluntarily provide certain information and documents related to tZERO and the tZERO security token offering in connection with its investigation. We are in the process of responding to these document requests and intend to cooperate fully with the SEC in connection with its investigation, which will require the time and attention of tZERO and our personnel and may have an adverse effect on our ability to focus attention on our businesses and our ability to raise capital. In addition, the investigation could result in a delay of the tZERO security token offering, negative publicity for tZERO or us, and may have a material adverse effect on us or on the current and future business ventures of tZERO.”
On this news, Overstock’s share price fell $2.50, or 5.18%, to close at $45.70 on March 16, 2018.
Then, on March 26, 2018, post-market, Overstock announced that it planned to offer 4,000,000 shares of its common stock in an underwritten public offering.
On this news, Overstock’s share price fell $6.68, or 14.97%, to close at $37.92 on March 27, 2018.