This proxy statement and the information incorporated herein by reference, and our other public documents and statements our officers and representatives may make from time to time, contain forward-looking statements within the meaning of the federal securities laws. These statements are intended to be covered by the safe harbor provisions of these laws. You can find many of these statements by looking for words such as “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “continue,” “contemplate,” “seek,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal,” “estimate,” or other similar terms or expressions or the negative of these terms or expressions, although not all forward-looking statements contain these identifying terms or expressions
These forward-looking statements involve known and unknown risks and uncertainties and relate to future events or our future financial or operating performance. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and business, and on management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to assumptions, risks, uncertainties, and other important factors that are difficult to predict, and that actual results and outcomes may be materially different from the results, performance, achievements, or outcomes expressed or implied by any of our forward-looking statements for a variety of reasons, including among others:
| • | We depend on third-party companies to perform functions critical to our business, and any failure or increased cost on their part could have a material adverse effect on our business. |
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| • | We face intense competition and may not be able to compete successfully against existing or future competitors. |
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| • | We may not timely identify or effectively respond to consumer needs, expectations or trends, which could adversely affect our relationship with our customers, the demand for our products and services, and our market share. |
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| • | Our business depends on effective marketing, including marketing via email, search engine marketing, influencer marketing, and social media marketing. Our competitors have and may continue to cause us to increase our marketing costs and decrease certain other types of marketing, and have and may continue to outspend us on marketing or be more efficient in their spend. |
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| • | Economic factors, including recessions, other economic downturns, inflation, our exposure to the U.S. housing market, and decreases in consumer spending, have affected and could continue to adversely affect us. |
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| • | Tariffs, bans, or other measures or events that increase the effective price of products or limit our ability to access products we or our suppliers, fulfillment partners, or other third parties that import or export could have a material adverse effect on our business. |
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| • | Our changing business model and use of the Bed Bath & Beyond brand, Overstock brand, buybuy BABY brand, Kirkland’s and Kirkland’s Home brand, Beyond brand, and other brands of ours, could negatively impact our business. |
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| • | The changing job market, the changes in our leadership team, the change in our compensation approach, changing job structures, or any inability to attract, retain and engage key personnel could affect our ability to successfully grow our business. |
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| • | We rely upon paid and natural search engines to rank our product offerings, and our financial results may suffer if we are unable to maintain our prior rankings in natural searches. |
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| • | If we are not profitable and/or are unable to generate sufficient positive cash flow from operations, our ability to continue in business will depend on our ability to raise additional capital, obtain financing or monetize significant assets, and we may be unable to do so. |
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| • | Our business depends on the Internet, our infrastructure and transaction-processing systems, and catastrophic events could adversely affect our operating results. |
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| • | Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any failure by us, our vendors or our business partners to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition. |
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| • | If we or our third-party providers experience cyberattacks or data security incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, which would materially adversely affect our business, results of operations, and financial condition. |
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| • | Failure to comply with, or changes in, laws, regulations and enforcement activities may adversely affect the products, services and markets in which we operate. |
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| • | From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations. |
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| • | Damage to our reputation or brand image could adversely affect our sales and results of operations. |
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| • | If we do not successfully optimize and operate our fulfillment center or customer service operations, our business could be harmed. |
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| • | If we fail to effectively utilize technological advancements, including in artificial intelligence, our business and financial performance could be negatively impacted. |
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| • | Global conflict could negatively impact our business, results of operations, and financial condition. |
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| • | Product safety and quality concerns could have a material adverse impact on our revenue and profitability. |
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| • | We depend on our suppliers’ and fulfillment partners’ representations regarding product safety, content and quality, product compliance with various laws and regulations, including registration and/or reporting obligations, and for proper labeling of products. |
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| • | We have an evolving business model, which increases the complexity of our business. |
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| • | Investment in new business strategies, acquisitions, dispositions, partnerships, or other transactions could disrupt our ongoing business, present risks not originally contemplated and materially adversely affect our business, reputation, results of operations and financial condition. |
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| • | Regulatory changes or actions may alter the nature of an investment in us or restrict the use of digital assets, including tokens or blockchain technology in a manner that adversely affects our business, prospects and operations. |
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| • | Combining our business with that of The Brand House Collective, Inc. (“TBHC”) and TCS may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger with TBHC and the TCS Merger which may adversely affect the combined company’s business results and negatively affect the value of our Common Stock. |
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In evaluating all forward-looking statements, you should specifically consider the risks outlined above and in this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, especially under the headings “Special Cautionary Note Regarding Forward-Looking Statements,” “Summary of Risk Factors,” “Risk Factors,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in any subsequently filed Quarterly Reports on Form 10-Q. These factors may cause our actual results and outcomes to differ materially from those contemplated by any forward-looking statement. Although we believe that our expectations reflected in the forward-looking statements are reasonable, we cannot guarantee or offer any assurance of future results, levels of activity, performance or achievements or other future events. Our forward-looking statements contained in this report speak only as of the date of this report and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report or any changes in our expectations or any change in any events, conditions or circumstances on which any of our forward-looking statements are based.
