- The Company expects to issue up to 20 million Units priced at
the VWAP of the trading days between the Company's S-1 Effective
Date and the Record Date.
- Further details surrounding the Rights Offering can be found in
the Executive Chairman's recently published letter to
investors.
- Proceeds from the Rights Offering will be used to fuel the
Company's hyper Expansion Plan and expected to result in
significant FY2023 growth, with revenue projections of up to
$40MM.
NEW
YORK, Aug. 25, 2022 /PRNewswire/ -- Creatd, Inc.
(Nasdaq CM: CRTD) ("Creatd" or the "Company"), today announced that
it will conduct a Rights Offering for the sale of up to 20 million
Units (the "Rights Offering"). The Rights Offering will allow
Creatd's current and future holders of record of the Company's
securities to purchase Units (each, a "Unit") to be issued by
Creatd under the terms described in the Company's registration
statement on Form S-1 filed with the Securities and Exchange
Commission (SEC) and as summarized below. In addition, the Company
intends to file an 8-K of Creatd's Founder and Executive Chairman's
letter to investors, published on Vocal, its creator
platform.
Pursuant to the Rights Offering, the Company intends to
distribute two subscription rights for each share of Common Stock
or share which may be acquired via conversion or exercise of
preferred stock, warrants, options, or convertible notes. Each
subscription right entitles the holder to purchase up to one Unit,
to be priced at the volume-weighted average price (VWAP) for the
trading days between the S-1 Effective Date and the Record Date.
Each Unit will consist of: (i) one share of Common Stock, (ii) one
non-tradable 5-year Warrant with an exercise price of $1.00. The Company intends to distribute a
maximum of 20 million Units. Proceeds will be used to finance the
Company's expansion plan, leading to an expected FY2023 gross
revenue projection of up to $40MM.
Shareholders and holders of shares of preferred stock, warrants,
options, and convertible notes must own the securities as of the
record date to receive the dividend of the subscription rights when
declared, including the $1.00
Warrant. Because the Company must register the Rights Offering with
the SEC, the Record Date has not yet been set. Creatd will not
process any subscriptions pursuant to the Rights Offering until the
commencement of the subscription period.
There is no obligation of the holders of subscription rights to
exercise their rights and there will be no obligation of the
holders of Units to exercise their Warrants forming part of the
Units.
The proposed Rights Offering will include an over-subscription
privilege, which will entitle each rights holder that exercises in
full its basic subscription rights to the right to purchase
additional Units that remain unsubscribed. The Company is issuing a
total of 20MM Units. The availability of basic subscription rights
and over-subscription privilege will be subject to certain terms
and conditions, including pro-rata adjustments (if any), to be set
forth in the offering documents.
Creatd management, officers, directors, and employees (the
"Insiders") will have the right but not the obligation to
participate in this Rights Offering on the same terms as the other
equity holders, based on their respective ownership in the Company.
Insiders shall also have the right but not the obligation to
oversubscribe on the same terms as the other equity holders. The
Rights Offering process allows for a fair and equitable means to
raise capital, safeguarding the interests of retail and minority
shareholders in particular.
The offering shall be made pursuant to the Company's
registration statement on Form S-1, which has not yet been declared
effective by the SEC. The prospectus relating to and describing the
terms of the Rights Offering has been filed with the SEC on
August 25th and is available on the
SEC's website via the Company's EDGAR page.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful. Any
offer will be made only by means of a prospectus forming part of
the registration statement.
The Company currently expects to use the proceeds from the
offering to fund its expansion plan, with a particular focus on
scaling its core technology and e-commerce businesses. For more
information, please see Creatd's newly updated expansion plan
presentation and a letter to investors from Creatd's
Executive Chairman, Jeremy
Frommer.
About Creatd
Creatd, Inc. (Nasdaq CM: CRTD) is a company with a mission to
provide economic opportunities to creators and brands by
multiplying the impact of platforms, people, and technology. The
Company has four main business segments, or 'pillars': Creatd Labs,
Creatd Partners, Creatd Ventures, and Creatd Studios. Each pillar
is characterized by a distinct revenue model, while operating on a
shared-services structure and proprietary data collected from our
multiple technology platforms. Creatd's pillars work together to
create a flywheel effect, supporting our core vision of creating a
viable and safe ecosystem for all stakeholders in the creator
economy.
Creatd: https://creatd.com;
Creatd IR: https://investors.creatd.com;
Vocal Platform: https://vocal.media;
Investor Relations Contact: ir@creatd.com
Forward-Looking Statements
Any statements that are not historical facts and that express, or
involve discussions as to, expectations, beliefs, plans,
objectives, assumptions or future events or performance (often, but
not always, indicated through the use of words or phrases such as
"will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "intends," "plans," "believes" and
"projects") may be forward-looking and may involve estimates and
uncertainties which could cause actual results to differ materially
from those expressed in the forward-looking statements. We caution
that the factors described herein could cause actual results to
differ materially from those expressed in any forward-looking
statements we make and that investors should not place undue
reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which such
statement is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which such statement is made or to reflect the
occurrence of anticipated or unanticipated events or circumstances.
New factors emerge from time to time, and it is not possible for us
to predict all of such factors. Further, we cannot assess the
impact of each such factor on our results of operations or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements. This press release is qualified in its
entirety by the cautionary statements and risk factor disclosure
contained in our Securities and Exchange Commission filings.
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SOURCE Creatd, Inc.