SEC Approves Overstock.com S-3 Filing to Issue Shares Using Bitcoin Blockchain
According to multiple sources close to Overstock, the U.S. Securities and Exchange Commission (SEC) has approved a S-3 filing for online retailer Overstock.com (NASDAQ: OSTK) to issue new publicly traded shares of the company on the Bitcoin blockchain.
An Overstock spokesperson declined to comment on the situation but said that the company would be issuing a formal statement in the next 48 hours.
Form S-3 is a securities registration form that gives companies a simplified process for issuing publicly traded securities. Unlike Form S-1, which is the comprehensive filing required for companies which plan to hold an initial public offering (IPO) of their stock, the S-3 is for companies that already have achieved a certain level of compliance with the Securities Exchange Act of 1934. Specifically, a company must have at least 12 months of properly filed reports with the SEC to be eligible to file an S-3.
Overstock’s t0 (tee-zero) platform has been working on bringing equity trades and settlement to the blockchain since it was first announced in April 2015. In July, Overstock sold the first cryptobond on the blockchain. As a proof of concept, FNY Managed Accounts agreed to buy the $5 million bond, with assurances in place in case the technology failed.
In an effort to enter the financial industry, t0 acquired Wall Street brokerage firm SpeedRoute for $30.3 million in August 2015. “It’s a routing service that is connected to all 11 exchanges and 25 dark pools in the United States, it’s a very significant node within the national market already … We knew that we wanted to bring the blockchain to Wall Street and rather than build it in isolation and try to get people to adopt it, if we bought a node within the national market system and then built the crypto on top of it so it was all regulatory compliant and speaks the technology of FinTech … We didn’t want to be a Mt.Gox trying to build something and sneak it past the regulators,” said CEO Patrick Byrne in an interview with the Tabb Forum .
For Overstock, though, issuing shares of the company on its platform is a viable proof of concept. Fundamentally, t0 operates with the mentality that “the trade is the settlement.” In traditional equity trades today, the markets operate on a trade date plus three days (T+3) settlement mechanism in which the exchange of payment and securities can take up to three days to settle. With the blockchain, it can be instantaneous and occur at the same time as the trade.
The t0 platform is built utilizing colored coin technology, which allows for fractions of bitcoin to be used to track ownership of many assets besides bitcoin. For example, a colored coin could be used as a token to prove that an individual owns shares of Overstock. This technology is built on top of the Bitcoin blockchain and is secured by the distributed public ledger.
Jacob Cohen Donnelly is a consultant and journalist in the bitcoin space. He runs a weekly newsletter about bitcoin called Crypto Brief.