Overstock: $250 Million tZero ICO Under SEC Review

Overstock.com blockchain subsidiary tZero has made a sudden change to the way it is conducting a significant step in its ongoing ICO.

AccessTimeIconMar 1, 2018 at 12:32 p.m. UTC
Updated Aug 18, 2021 at 8:21 p.m. UTC

Presented By Icon

Election 2024 coverage presented by

Stand with crypto

A filing with U.S. Securities and Exchange Commission (SEC) released Thursday has revealed new details about Overstock.com's ongoing $250 million ICO for its tZero alternative trading system.

However, most notable amid the stream of information on the sale structure and advisory board, is the public e-commerce company's confirmation that the sale has been under review by the SEC since February.

  • Bitcoin Mining in the U.S. Will Become 'a Lot More Decentralized': Core Scientific CEO
    13:18
    Bitcoin Mining in the U.S. Will Become 'a Lot More Decentralized': Core Scientific CEO
  • Binance to Discontinue Its Nigerian Naira Services After Government Scrutiny
    05:10
    Binance to Discontinue Its Nigerian Naira Services After Government Scrutiny
  • The first video of the year 2024
    04:07
    The first video of the year 2024
  • The last regression video of the year 3.67.0
    40:07
    The last regression video of the year 3.67.0
  • While the documents explicitly state Overstock is not aware of any legal proceedings that could have an "adverse impact," on the company, they do shed light on a Wall Street Journal report Wednesday that confirmed the agency is conducting a sweeping probe of companies and firms that have sought to raise money via the mechanism.

    "In 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. and requested that the company voluntarily provide certain documents related to the Offering and the Tokens in connection with its investigation," the filing reads.

    It continues:

    "The SEC is trying to determine whether there have been any violations of the federal securities laws, the investigation does not mean that the SEC has concluded that anyone has violated the law. Also, the investigation does not mean that the SEC has a negative opinion of any person, entity, or security."

    As reported by CoinDesk, much remains unknown about the ongoing fact-finding, including the number and timing of SEC inquiries, with sources speaking on background varying widely as to the details related to the probe.

    The president of tZero, Joseph Cammarata told CoinDesk: "We are actually happy that the SEC is scrutinizing the space."

    Still, the admission that Overstock has received such an inquiry is likely to further speculation as to what might result from the ultimate investigations, building on comments from SEC Chair Jay Clayton, who has suggested he believes legal non-compliance is rampant in the sector.

    Platform switch

    Elsewhere in the filing, Overstock confirmed it has concluded its ICO pre-sale after raising $100 million, and has initiated its subsequent fundraising round. However, this shift is coinciding with a large technical change.

    In an interview with CoinDesk, tZero president Joseph Cammarata confirmed tZero will switch from SaftLaunch, a platform for managing crypto token sales, to StartEngine, a platform first developed for equity crowdfunding management.

    "SaftLaunch was utilized for the presale. We're now augmenting the subsequent sale to bring on StartEngine," Cammarata said.

    According to Cammarata, tZero's decision to switch platforms was not due to regulatory issues, but stems from SaftLaunch's complicated and time-consuming anti-money laundering (AML) and know your customer (KYC) process, which resulted in a bottleneck as the ICO attracted huge interest.

    As such, the presale of tZero's tokens for interacting with the company's alternative trading system for blockchain securities, was extended. The sale, which was modeled under the simple agreement for future equities (SAFE) framework was initially set to end on January 18, and only concluded today.

    A spokesperson for SaftLaunch confirmed there were delays in the onboarding process, saying, "Because of strong demand, there was an initial backlog in managing inquiries from interested investors but there is no backlog now, and the offering remains open."

    Early investors in the pre-sale will continue to be able to use the SaftLaunch platform, but investors in the subsequent round, which kicks off today, will go through StartEngine.

    And just how much

    The ICO's delay, no surprise, also brought out the skeptics.

    Top among the concerns around the token sale is whether or not tZero has actually raised the $100 million it claims to have already taken in.

    For instance, a report last week placed the actual number at $49 million based on the latest SEC filings, and Cammarata said others have speculated the number is as low as $18 million, with the rest being perhaps inflated by investments from Overstock.

    Cammarata discounted those suggestions, however, telling CoinDesk that 70 percent of the ICO's investors have come from family offices, hedge funds and the people who run those institutions, with the other 30 percent coming from non-institutional investors.

    And as far as Overstock inflating those numbers with its own money, Cammarata concluded:

    "One thing that I'd like to make clear is we're over $100 million and Overstock has not put anything in the ICO at this time. They have not bought any tokens or made any investments at this time."

    Correction: Language has been removed suggesting Overstock has received a direct subpoena. CoinDesk has updated the article.

    Disclosure

    Please note that our privacy policy, terms of use, cookies, and do not sell my personal information have been updated.

    CoinDesk is an award-winning media outlet that covers the cryptocurrency industry. Its journalists abide by a strict set of editorial policies. CoinDesk has adopted a set of principles aimed at ensuring the integrity, editorial independence and freedom from bias of its publications. CoinDesk is part of the Bullish group, which owns and invests in digital asset businesses and digital assets. CoinDesk employees, including journalists, may receive Bullish group equity-based compensation. Bullish was incubated by technology investor Block.one.


    Learn more about Consensus 2024, CoinDesk's longest-running and most influential event that brings together all sides of crypto, blockchain and Web3. Head to consensus.coindesk.com to register and buy your pass now.