UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 6, 2023
Beyond, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-41850
| 87-0634302
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
799 W. Coliseum Way
|
| |
| Midvale, Utah |
| 84047
|
| (Address of principal executive offices) |
| (Zip Code)
|
Registrant’s telephone number, including area code: (801) 947-3100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A. 2. below):
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.0001 par value per share
| BYON
| NYSE
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240. 12b-2)
Emerging growth company ☐
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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective November 6, 2023, Overstock.com, Inc. (the “Company”) changed its corporate name to Beyond, Inc., pursuant to a certificate of amendment to the Company’s amended and restated certificate of incorporation filed with the Delaware Secretary of State (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders. The Company also amended and restated its second amended and restated bylaws effective November 6, 2023 to reflect the Name Change.
Copies of the Company’s Certificate of Amendment to Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws are filed as Exhibit 3.2 and Exhibit 3.3, respectively, with this Current Report on Form 8-K and are incorporated herein by reference. The only change to the Company’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws is the change of the Company’s corporate name from Overstock.com, Inc. to Beyond, Inc. in each document.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number | Description of Exhibit |
| | |
| Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-49799) filed on July 29, 2014) |
|
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| Certificate of Amendment to Amended and Restated Certificate of Incorporation |
|
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| Third Amended and Restated Bylaws |
|
|
| 104 | The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEYOND, INC. |
|
|
|
| By: | /s/ E. Glen Nickle |
| | E. Glen Nickle |
| | Chief Legal Officer |
| Date: | November 6, 2023 |
