tZERO Group, Inc., a blockchain-powered multi-asset infrastructure provider, announced a proposal to amend the terms of its TZROP security tokens, enabling each TZROP share to convert into three shares of tokenized Series B preferred stock. The conversion aims to enhance long-term participation for existing token holders and position tZERO to pursue additional capital formation, including a potential convertible note financing of up to $10 million led by Bed Bath & Beyond, Inc., tZERO’s largest shareholder.
Bill Fleckenstein, a longtime TZROP investor and the second largest TZROP holder, will join tZERO’s board as the Series B preferred stock representative, subject to formal appointment. The proposal requires approval from a majority of TZROP holders, Series B preferred shareholders, and common shareholders. Bed Bath & Beyond has expressed support, and the majority Series B holder has also communicated its backing.
The current TZROP structure has constrained tZERO’s ability to raise capital and pursue strategic transactions due to an uncertain redemption price and dividend overhang. By simplifying its capital structure, tZERO expects to better execute on growth initiatives and strategic opportunities. The conversion is designed to provide TZROP holders with clearer participation in future growth, enhanced downside protection through liquidation preference and governance rights, and alignment with the company’s long-term trajectory.
In connection with the proposal, tZERO entered a letter of intent with Bed Bath & Beyond for a $10 million convertible note financing, tied to specified operational and financial metrics. The note would accrue interest at a market rate and convert automatically in a qualified financing of $25 million or more at a 20% discount. In a liquidity event, note holders would receive the greater of principal plus interest or common stock value.
Marcus Lemonis, Executive Chairman and CEO of Bed Bath & Beyond, stated, “I have long advocated for reforming tZERO so it can achieve its potential. This proposal removes a significant hurdle to the company’s ability to drive its strategy.” Alan Konevsky, CEO of tZERO, said, “This proposed conversion reflects our commitment to aligning early supporters with long-term growth while strengthening strategic flexibility.”
Following conversion, the Series B shares will be tokenized and custodied on-chain within tZERO’s regulated wallet infrastructure. tZERO plans to conduct semi-annual auction-based liquidity opportunities via its Private Markets Auction platform. The voting on the proposal will use Voatz’s blockchain-based voting system, showcasing on-chain voting transparency.
Holders of TZROP shares as of March 24, 2026, are eligible to vote. Additional details are available at tzero.com/tzrop-amendment. TZROP holders can access the secure portal at https://tzrop.consent.vote or via email from tzropamendment@mackenziepartners.com.
