0001130713false2023FYiso4217:USDxbrli:shares00011307132023-01-012023-12-3100011307132023-06-3000011307132024-06-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2023
Or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                        to                        
 
Commission file number: 001-41850
 
BEYOND, INC.
(Exact name of registrant as specified in its charter) 
Delaware87-0634302
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
799 West Coliseum Way
Midvale,Utah84047
(Address of principal executive offices)(Zip code)
(801) 947-3100
(Registrant's telephone number, including area code)
    
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareBYONNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý   No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer 
 x
Accelerated filer
 o
Non-accelerated filer
 o
Smaller reporting company
 o

Emerging growth company
 o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o   No ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second quarter (June 30, 2023), was approximately $1.5 billion based upon the last sales price reported by The Nasdaq Global Market, on which the registrant's shares were previously listed. For purposes of this disclosure, shares of Common Stock held by directors and certain officers and by others who may be deemed to be affiliates of the registrant have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be affiliates as that term is defined in the federal securities laws.
There were 45,749,767 shares of the Registrant's common stock, par value $0.0001, outstanding on June 21, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portion of the Registrant's proxy statement for the 2024 Annual Stockholders Meeting, filed March 28, 2024, are incorporated by reference into Part III of the Annual Report on Form 10-K originally filed on February 23, 2024, to the extent stated therein.
Auditor Name: KPMG LLP    Auditor Location: Salt Lake City, Utah    Auditor Firm ID: 185


Explanatory Note
This Amendment No. 1 to Form 10-K (this "Amendment") amends the Annual Report on Form 10-K of Beyond, Inc. (the "Company") for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the "SEC") on February 23, 2024 (the "Original Form 10-K"). We are filing this Amendment solely to amend Part IV, Item 15 of the Original Form 10-K by replacing the consents of KPMG LLP ("KPMG"), Ernst & Young LLP ("EY") and Baker Tilly US, LLP ("Baker Tilly") previously filed as Exhibits 23.2, 23.3 and 23.5, respectively, to the Original Form 10-K.

As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment also contains new certifications by the Company's Principal Executive Officer and Chief Financial Officer, which are filed as exhibits hereto.

Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. Further, the Original Form 10-K has not been amended or updated to reflect events occurring after February 23, 2024. This Amendment should be read in conjunction with the Original Form 10-K.
2

PART IV
ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1) Financial Statements:
The financial statements are filed as part of the Original Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on February 23, 2024.
(2) Financial Statement Schedules:
The financial statement schedules are filed as part of the Original Form 10-K under "Item 8. Financial Statements and Supplementary Data" filed with the SEC on February 23, 2024.
(3) Exhibits:
The exhibits required by Item 601 of Regulation S-K and Item 15(b) are listed in the Exhibits list below. The exhibits listed in the Exhibit Index are incorporated by reference herein.

(b) Exhibits

Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
2.1*8-K000-497992.1June 13, 2023
3.110-Q000-497993.1July 29, 2014
3.28-K000-497993.2November 6, 2023
3.38-K000-497993.3November 6, 2023
4.1S-1/A333-837284.1May 6, 2002
4.210-K000-497994.2February 24, 2023
10.1(a)
10-K000-4979910.1March 18, 2019
10.2(a)
8-K000-4979910.1May 23, 2023
10.3(a)
10-K000-4979910.12February 21, 2013
3

Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.48-K000-4979910.1May 7, 2014
10.58-K000-4979910.1August 6, 2014
10.68-K000-4979910.1September 8, 2014
10.78-K000-4979910.2May 7, 2014
10.88-K000-4979910.1September 23, 2014
10.98-K000-4979910.19October 28, 2014
10.10(a)
10-K000-4979910.16March 13, 2020
10.118-K000-497991.1June 29, 2020
10.128-K000-4979910.1March 12, 2020
10.138-K000-4979910.2March 12, 2020
4

Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.148-K000-4979910.3March 12, 2020
10.158-K000-4979910.4March 12, 2020
10.16(a)
8-K000-4979910.1March 24, 2023
10.178-K000-4979910.1January 25, 2021
10.188-K000-4979910.1April 26, 2021
10.1910-Q000-4979910.1November 4, 2021
10.20(a)
DEF 14A000-49799Annex AMarch 25, 2021
10.21(a)
8-K000-4979910.1November 6, 2023
2110-K001-4185021February 23, 2024
23.110-K001-4185023.1February 23, 2024
23.2X
23.3X
23.410-K001-4185023.4February 23, 2024
23.5X
2410-K001-41850February 23, 2024
31.110-K001-4185031.1February 23, 2024
31.210-K001-4185031.2February 23, 2024
5

Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
31.310-K001-4185031.3February 23, 2024
31.4X
31.5X
32.110-K001-4185032.1February 23, 2024
32.210-K001-4185032.2February 23, 2024
32.310-K001-4185032.3February 23, 2024
9710-K001-4185097February 23, 2024
99.110-K000-4979999.1February 24, 2023
99.210-K000-4979999.2February 24, 2023
99.310-K001-4185099.3February 23, 2024
99.410-K/A000-4979999.4July 3, 2023
101
The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2023 and 2022; (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021; (iv) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022, and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021; and (vi) Notes to Consolidated Financial Statements
10-K001-41850101February 23, 2024
6

Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
104
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included as Exhibit 101)
X
__________________________________________
*Certain schedules and exhibits have been omitted pursuant to Item 6019a)(5) of Regulation S-K. The Reporting Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
(a)Management contract or compensatory plan or arrangement.

7

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 24, 2024.
  BEYOND, INC.
  By: /s/ DAVID J. NIELSEN
David J. Nielsen
President
(Principal Executive Officer)

8

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements (Nos. 333-123540, 333-124441, 333-160512, 333-162674, 333-181422, 333-184344, 333-203175, 333-203176, 333-256179, and 333-273751) on Form S-8 and (Nos. 333-207141, 333-226729, 333-233913, and 333-239498) on Form S-3 of Beyond, Inc. of our report dated February 15, 2022, with respect to the financial statements of Medici Ventures, L.P., which report appears in the Form 10-K of Beyond, Inc. dated February 23, 2024.


/s/ KPMG LLP
Salt Lake City, Utah
June 24, 2024



Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements: Registration Statements on Form S-8 (Nos. 333-123540, 333-124441, 333-160512, 333-162674, 333-181422, 333-184344, 333-203175, 333-203176, 333-256179, and 333-273751) and Registration Statements on Form S-3 (Nos. 333-207141, 333-226729, 333-233913, and 333-239498) of Beyond, Inc., of our report dated February 14, 2023, with respect to the financial statements of Medici Ventures, L.P., included in the Annual Report (Form 10-K) of Beyond, Inc., for the year ended December 31, 2023.


/s/ ERNST & YOUNG LLP
Salt Lake City, Utah
June 24, 2024



Exhibit 23.5

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements (Nos. 333-123540, 333-124441, 333-160512, 333-162674, 333-181422, 333-184344, 333-203175, 333-203176, 333-256179, and 333-273751) on Form S-8 and (Nos. 333-207141, 333-226729, 333-233913, and 333-239498) on Form S-3 of our report dated July 3, 2023 with respect to the consolidated financial statements of tZERO Group, Inc.


/s/ BAKER TILLY US, LLP
New York, New York
June 24, 2024



Exhibit 31.4
 
CERTIFICATION
 
I, David J. Nielsen, certify that:
 
1.            I have reviewed this Amendment No.1 to the Annual Report on Form 10-K/A of Beyond, Inc.; and
 
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
Date:June 24, 2024/s/ DAVID J. NIELSEN
 David J. Nielsen
 President
 (Principal Executive Officer)



Exhibit 31.5
 
CERTIFICATION
 
I, Adrianne B. Lee, certify that:
 
1.            I have reviewed this Amendment No.1 to the Annual Report on Form 10-K/A of Beyond, Inc.; and
 
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 
Date:June 24, 2024/s/ ADRIANNE B. LEE
 Adrianne B. Lee
 Chief Financial & Administrative Officer
 (Principal Financial Officer and Principal Accounting Officer)


v3.24.1.1.u2
Cover - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Jun. 21, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K/A    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2023    
Document Transition Report false    
Entity File Number 001-41850    
Entity Registrant Name BEYOND, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 87-0634302    
Entity Address, Address Line One 799 West Coliseum Way    
Entity Address, City or Town Midvale,    
Entity Address, State or Province UT    
Entity Address, Postal Zip Code 84047    
City Area Code 801    
Local Phone Number 947-3100    
Title of 12(b) Security Common Stock, $0.0001 par value per share    
Trading Symbol BYON    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction false    
Entity Shell Company false    
Entity Public Float     $ 1,500,000
Entity Common Stock, Shares Outstanding   45,749,767  
Documents Incorporated by Reference
Portion of the Registrant's proxy statement for the 2024 Annual Stockholders Meeting, filed March 28, 2024, are incorporated by reference into Part III of the Annual Report on Form 10-K originally filed on February 23, 2024, to the extent stated therein.
    
Entity Central Index Key 0001130713    
Amendment Flag false    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
v3.24.1.1.u2
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Name KPMG LLP
Auditor Location Salt Lake City, Utah
Auditor Firm ID 185
Overstock com (NASDAQ:OSTK)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Overstock com Charts.
Overstock com (NASDAQ:OSTK)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Overstock com Charts.