Beyond (BYON) 10-K/A 2022 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2022

	Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from                        to                        

Commission file number: 000-49799

OVERSTOCK.COM, INC.

(Exact name of registrant as specified in its charter) 

Delaware		87-0634302
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
799 West Coliseum Way
Midvale,	Utah	84047
(Address of principal executive offices)		(Zip code)

(801) 947-3100

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OSTK	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý   No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o   No ý

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second quarter (June 30, 2022), was approximately $1.1 billion based upon the last sales price reported by Nasdaq. For purposes of this disclosure, shares of Common Stock held by directors and certain officers and by others who may be deemed to be affiliates of the registrant have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be affiliates as that term is defined in the federal securities laws.

There were 45,202,315 shares of the Registrant's common stock, par value $0.0001, outstanding on June 30, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's proxy statement for the 2023 Annual Stockholders Meeting, filed March 31, 2023, are incorporated by reference into Part III of this Form 10-K.

Auditor Name: KPMG LLP    Auditor Location: Salt Lake City, Utah    Auditor Firm ID: 185

Explanatory Note

This amendment No. 1 on Form 10-K/A (this "Amendment") amends Part IV, Item 15 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 of Overstock.com, Inc. (the "Company"), as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 24, 2023 (the "Form 10-K"). The Company determined that as of December 31, 2022, tZERO Group, Inc. ("tZERO"), an equity method investment, met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X. The purpose of this Amendment is to provide financial statements for tZERO as of and for the years ended December 31, 2022 and 2021, pursuant to Rule 3-09 of Regulation S-X. In accordance with Rule 3-09(b)(1), tZERO's financial statements are being filed herewith as Exhibit 99.4. In addition, the Company is filing the consent of tZERO's independent registered public accounting firm as Exhibit 23.4 and new certifications by the Company's Chief Executive Officer and Chief Financial Officer as Exhibits 31.3, 31.4, 32.3 and 32.4, respectively. In addition, the Company is filing the consent of Medici Ventures, L.P.'s independent registered public accounting firms as Exhibit 23.2 and Exhibit 23.3 with respect to Medici Ventures, L.P.'s previously filed financial statements for the periods ended September 30, 2021 and September 30, 2022, respectively.

Except as otherwise expressly noted, this Amendment does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of the Company, or (ii) the Form 10-K; nor does it reflect events occurring after the filing of the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and any subsequent filings with the SEC.

Unless the context requires otherwise, all references to "we," "our," "us" or "Overstock" mean Overstock.com, Inc. and our majority-owned subsidiaries.

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

(1) Financial Statements:

The financial statements are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on February 24, 2023.

(2) Financial Statement Schedules:

The financial statement schedules are filed as part of the Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on February 24, 2023.

The financial statements of tZERO required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.4 to this Amendment.

(3) Exhibits:

The exhibits listed in the Exhibit Index of the Form 10-K filed with the SEC on February 24, 2023 and this Amendment are filed with, or incorporated by reference in, this report. See additional exhibits listed under Part (b) below.

(b) Exhibits

Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
23.2	Consent of KPMG related to Exhibit 99.1					X
23.3	Consent of Ernst & Young related to Exhibit 99.2					X
23.4	Consent of Baker Tilly related to Exhibit 99.4					X
31.3	Certification of Principal Executive Officer					X
31.4	Certification of Principal Financial Officer					X
32.3	Section 1350 Certification of Principal Executive Officer					X
32.4	Section 1350 Certification of Principal Financial Officer					X
99.1	Audited financial statements of Medici Ventures, L.P. as of and for the period ended September 30, 2021	10-K	000-49799	99.1	February 24, 2023
99.2	Audited financial statements of Medici Ventures, L.P. as of and for the period ended September 30, 2022	10-K	000-49799	99.2	February 24, 2023
99.4	Audited financial statements of tZERO Group, Inc. as of and for the years ended December 31, 2022 and 2021					X

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Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
101	Interactive Data File					X
104	Cover page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101)					X

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 3, 2023.

OVERSTOCK.COM, INC.
By:	/s/ JONATHAN E. JOHNSON III
	Jonathan E. Johnson III
	Chief Executive Officer (Principal Executive Officer)

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