Overstock.com Subsidiary tZERO to Take 24% Interest in StockCross Financial
Overstock.com (NASDAQ: OSTK) CEO and tZERO Chairman, Dr. Patrick Byrne announced his company’s intent today for blockchain
subsidiary tZERO to purchase a minority stake in StockCross Financial Services, Inc., a U.S., DTC Clearing Firm. The parties have
executed Letters of Intent for tZERO to purchase a 24 percent stake in StockCross.
Of tZERO’s investment, Byrne said, “As we have told the world, we intend to leverage our expertise to develop a trading platform
capable of trading security tokens, and we expect clearing capabilities to be central to this endeavor. Today, we take the first
step toward integrating a clearing function into the tZERO ecosystem. Today is the culmination of a Herculean effort between our
team and the Gebbia Family of companies to begin a rewiring of Wall Street. This will be recognized as a monumental step in the
adoption of crypto capital markets. I applaud the Gebbia family for sharing our vision, and for collaborating so productively. Our
teams are excited to be pushing forward together.”
Under the terms of the agreement, tZERO will take a 24 percent interest in StockCross, for $12 million. Upon closing, the
shareholders of StockCross have agreed to reinvest $3 million into StockCross for forward strategic investments. Additionally,
pursuant to the Siebert (SIEB) and StockCross agreement announced on May 8, 2017, the tZERO stake will entitle tZERO to a one-time
distribution of approximately 1.2 million shares of SIEB according to the LOI terms.
Gloria E. Gebbia, Director, and the Gebbia family, majority owners of Siebert and StockCross proudly said, “As we ring the
closing bell today at the NYSE to celebrate the 50th Anniversary of Mickie Siebert’s pioneering achievements in becoming the First
Woman of Wall Street, it will be a fitting tribute to launch the next chapter of innovation with Overstock, tZERO, Siebert and
StockCross changing Wall Street. On behalf of Siebert, StockCross and the Gebbia family, we welcome Dr. Byrne and tZERO into our
family and look forward to combining forces to change Wall Street again. We intend to become the first investor friendly, U.S.
regulated, fully integrated crypto clearing and brokerage firm in the world, and we look forward to doing it with tZERO.”
Recently tZERO signed a letter of intent to acquire a 1 percent stake in Kennedy Cabot Acquisition, LLC, the majority
shareholder of Siebert Financial Corp.
Upon completion of these transactions, which are expected to close during the first quarter of 2018, tZERO portfolio companies
will own approximately 5 percent of SIEB.
About Overstock.com
Overstock.com, Inc. Common Shares (NASDAQ: OSTK) / Series A Preferred (Medici Ventures’ t0 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 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 Kennedy Cabot Acquisition, LLC
Kennedy Cabot Acquisition, LLC is a Nevada limited liability company. The principals of Kennedy Cabot Acquisition have
substantial experience in the brokerage industry and are/were affiliates of StockCross Financial Services, Inc. StockCross is a
broker-dealer member of FINRA with offices across the United States.
Cautionary note regarding forward-looking statements
This communication contains "forward-looking statements" (as defined in the Securities Litigation Reform Act of 1995) regarding,
among other things, future events. Words such as "anticipate," "expect," "intend," "believe," and words and terms of similar
substance used in connection with any discussion of future plans, actions or events identify forward-looking statements.
Forward-looking statements relating to the proposed transactions include, but are not limited to: statements about the benefits of
the proposed transactions; Siebert's and Kennedy Cabot Acquisition's plans, objectives, expectations and intentions; the expected
timing of completion of the proposed transactions; and other statements relating to the transactions that are not historical facts.
Forward-looking statements are based on information currently available to Siebert and Kennedy Cabot Acquisition, as the case may
be, and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are
subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those
indicated by such forward-looking statements. With respect to the proposed transactions between Siebert and Kennedy Cabot
Acquisition, these risks and factors could include, but are not limited to: securing regulatory approval; the risk that a condition
to closing may be delayed or may not be satisfied; the diversion of management time on transaction-related issues; changes in the
general economic environment, or social or political conditions, that could affect the business of Siebert and its subsidiaries;
and the potential impact of the announcement or consummation of the proposed transactions on relationships with customers,
competitors, management and other employees.
About Siebert Financial Corp.
Siebert Financial is a holding company that conducts its retail discount brokerage business through its
wholly-owned subsidiary, Muriel Siebert & Co., Inc. The firm became a member of the NYSE in 1967, when Ms. Siebert became the
first woman to own a seat on the Exchange. In addition, in 2014 the Company began business as a registered investment advisor
through a wholly-owned subsidiary, Siebert Investment Advisors, Inc. Siebert Financial, based on Wall Street in New York City,
serves clients through its branch offices located nationwide and globally online. www.siebertnet.com
Cautionary note regarding forward-looking statements
Statements in this press release that are not statements of historical or current fact constitute “forward looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and
uncertainties and known and unknown factors that could cause the actual results of the Siebert Financial Corp. (the “Company”) to
be materially different from historical results or from any future results expressed or implied by such forward looking statements,
including without limitation: changes in general economic and market conditions; changes and prospects for changes in interest
rates; fluctuations in volume and prices of securities; changes in demand for brokerage services; competition within and without
the brokerage business, including the offer of broader services; competition from electronic discount brokerage firms offering
greater discounts on commissions than the Company; the prevalence of a flat fee environment; limited trading opportunities; the
method of placing trades by the Company’s customers; computer and telephone system failures; the level of spending by the Company
on advertising and promotion; trading errors and the possibility of losses from customer non-payment of amounts due; other
increases in expenses and changes in net capital or other regulatory requirements. As a result of these and other factors, the
Company may experience material fluctuations in its operating results on a quarterly or annual basis, which could materially and
adversely affect its business, financial condition, operating results, and stock price, as well as other risks detailed in the
Company’s filings with the Securities and Exchange Commission (“SEC”). Accordingly, investors are cautioned not to place undue
reliance on any such “forward-looking statements.” The Company undertakes no obligation to update the information contained herein
or to publicly announce the result of any revisions to such “forward-looking statements” to reflect future events or developments.
An investment in the Company involves various risks, including those mentioned above and those, which are detailed from time to
time in the Company’s SEC filings, copies of which may be obtained from the Company or through the SEC’s website.
Notice to Investors
This communication is provided for informational purposes only and is neither an offer to sell nor a solicitation of an offer to
buy any securities in the United States or elsewhere.
About StockCross Financial Services, Inc.
StockCross Financial Services, Inc. is one of the largest privately-owned brokerage firms in the nation.
Established in 1971, it has spent many years providing financial guidance and excellent customer service to its clients. Branch
offices are located throughout the nation and are staffed with knowledgeable and experienced representatives. Online investment
services and phone support offer clients around the world instant and current information on their accounts. StockCross
consistently delivers on its full scope of offerings including fixed-income products, online or broker-assisted equity trading,
ESOS/ESOP programs across the globe through advanced online trading capabilities, and is a self-clearing firm specializing in fixed
income securities, outstanding customer service, and client investment choices. StockCross is headquartered in Beverly Hills.
Member FINRA | SIPC | EST. 1971
Specialties
Online Trading, Corporate Services, Fixed Income, Equities, Institutional Trading, Capital Commitment and Market Making, Retail
Investment Services.
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. More information is available at tZERO.com.
Media:
For tZERO
Jelena Nedelka, +1-212-909-4781
jnedelka@intermarket.com
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