PHOENIX, April 24, 2018 /PRNewswire/
-- Overstock.com, Inc. (Nasdaq: OSTK) and Elio Motors (OTC QB:
ELIO) jointly announced today Overstock's strategic purchase of
common stock in Elio, pursuant to which Overstock has agreed to buy
$2,500,000 of newly issued shares of
Elio common stock at $2.75 per share
in a private placement. Elio intends to use the proceeds of
the new investment to fund capital expenditures and repay certain
outstanding debt and accounts payable.
The shares have not been registered under the Securities Act of
1933. Accordingly, the shares may not be offered or sold in
the U.S. except pursuant to an effective registration statement or
an applicable exemption from the registration requirements under
that Act. In connection with the private placement, Elio will
enter into a registration rights agreement with
Overstock.
Concurrent with the strategic purchase, Elio board members
Stu Lichter and Ken Way have agreed to convert all of the
convertible debt of Elio that they collectively hold into common
stock of Elio at the conversion price of $2.75 per share. As of the date of this press
release, the aggregate outstanding principal amount of the
convertible debt is equal to approximately $1,700,000.
"I believe Elio's vision and business model to build a
$7,500 ultra-high mileage,
ultra-fuel-efficient car-like vehicle is a win for America," said
Overstock CEO and founder, Patrick M.
Byrne. "An Elio that was brought to Manhattan drew a crowd just parked against the
curb. I sat in it for five minutes and was in awe. It is really
comfortable, and feels like great fun. I am confident that this
will become my car for at least two-thirds of the days I drive.
Given its breakthrough pricing and ultra-low delivery cost, I
anticipate that Overstock Cars and even Overstock Retail will play
a role in bringing this product to the public."
JonesTrading Institutional Services LLC acted as the adviser to
Elio on the transaction. Bracewell LLP acted as legal adviser on
the transaction to Overstock, Duane Morris LLP acted as legal
adviser to Elio, and Morrison & Foerster LLP acted as legal
adviser to JonesTrading.
Elio Motors Announces ElioCoin Security Token
Offering
Elio Motors announced today that it expects to launch a security
token offering (STO) to, among other things, fund production of the
Elio vehicle. JonesTrading Institutional Services LLC is
expected to act as lead placement agent for the STO. Elio
Motors believes that the digital token to be sold in the STO,
anticipated to be called ElioCoin, will be the first of its kind -
a digital token that is associated with the production of a motor
vehicle - as well as the first digital token sale led by a major
investment bank.
"This is a huge day for the digital asset movement," said Bryan
Turley Managing Director for JonesTrading, "We believe that we have
designed a unique STO that will compete in the digital token space.
We anticipate that the Elio STO will give investors a new kind of
investment option while being structured with the intention to
comply with U.S. federal securities law requirements for sales of
securities, as opposed to taking an approach that assumes that the
token sale would not be a sale of securities."
Specifically, the ElioCoin STO is expected to be conducted under
both Regulation D and Regulation S under the Securities Act of
1933, with initial tokens being sold only to institutional
accredited investors. It is expected that the STO will
include a pre-sale of the ElioCoin.
"It is our fondest hope that, once issued and cleared for
trading, ElioCoin may trade on the blockchain-based securities
trading platform that is in development at tZERO," said
Overstock.com CEO and founder Patrick M.
Byrne. tZERO is a subsidiary company of Overstock.com.
About Overstock.com
Overstock.com Common
Shares (NASDAQ:OSTK) / Series A
Preferred (Medici Ventures' tZERO
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 Pet
Adoptions and 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 Elio Motors
Founded by car enthusiast Paul Elio in 2009, Elio
Motors Inc. represents a revolutionary approach to manufacturing an
ultra-high-mileage vehicle. The
three-wheel Elio is engineered to attain a highway
mileage rating of up to 84 mpg, while providing the comfort of
amenities such as power windows, power door lock air conditioning
and cruise control, accompanied by the safety of multiple air bags
and an aerodynamic, enclosed vehicle
body. Elio's first manufacturing site will be
in Shreveport, Louisiana.
About
JonesTrading
JonesTrading is one of the oldest and largest pure trading firms
headquartered in the U.S. and a worldwide leader in block trading.
Since 1975, the sole focus of JonesTrading has been creating
liquidity for institutions on an unconflicted basis. The ability to
provide a secure, trusted platform connecting a diverse group of
institutional market players enables the firm to unlock liquidity,
while providing best-quality execution for larger and more complex
trades. JonesTrading has leveraged its approach to liquidity
creation into the capital markets. Access to institutional
liquidity brings a price-efficient and cost-effective new approach
to these historically underserved clients.
Member FINRA & SIPC
Forward Looking Statements
Certain statements in this press release including, but not
limited to, statements related to anticipated commencement of
commercial production, targeted pricing and performance goals, and
statements that otherwise relate to future periods are
forward-looking statements. These statements involve risks and
uncertainties, which are described in more detail in the Company's
periodic reports filed with the SEC, specifically the most recent
reports which identify important risk factors that could cause
actual results to differ from those contained in the
forward-looking statements. Forward-looking statements are made and
based on information available to the Company on the date of this
press release. Elio Motors assumes no obligation to update
the information in this press release.
Disclaimer
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Learn more about Elio Motors at eliomotors.com
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SOURCE Elio Motors