- Company has entered into a Memorandum of Understanding (MOU)
for the acquisition of healthy breakfast brand, Brave, which would
mark Creatd's fourth consumer brand acquisition under its Ventures
pillar.
- The transaction is expected to close within the coming weeks;
upon closing, it is anticipated that Brave will be immediately
accretive to Creatd's revenues.
- Creatd additionally announces close of private placement priced
at $2.00, two times Friday's market
close.
- Proceeds from the private placement to be allocated in part
toward numerous expansion initiatives outlined at the Company's
recent Investor Day, including acquisitions and technology
development.
NEW
YORK, July 25, 2022 /PRNewswire/ -- Creatd,
Inc. (Nasdaq CM: CRTD) ("Creatd" or the "Company"), the parent
company of Creatd Ventures, today announced that it has entered
into a non-binding Memorandum of Understanding ("MOU") to purchase
a 100% ownership stake in Brave, a plant-based food company that
provides convenient and healthy breakfast food products that don't
compromise on taste and quality. Following the close of the
proposed transaction, which the Company expects to occur within the
coming weeks, Creatd will begin recognizing Brave's revenues in its
consolidated financial statements, increasing the overall value of
Creatd Ventures' portfolio.
Like the other brands in Creatd Ventures' portfolio–Camp, Dune,
and Basis–Brave began with a creator and a problem to solve. The
world was struggling with conventional breakfast options that pit
nutrition against convenience. Brave was designed to break this
mold, and emerged to offer consumers a better, healthier superfood
breakfast.
Commented Thomas Punch, head of
Creatd Ventures, "Brave has all the hallmarks of an ideal
acquisition candidate for our portfolio of brands: a health and
wellness consumer brand, with a subscription-oriented business
model, that is meeting a growing demand among a loyal base of
recurring consumers. Between our shared resource model and the
audience insights leveraged from Vocal and from our brand
collaborations, we believe that Creatd Ventures offers a
significant value proposition for up-and-coming brands like Brave.
Here, we help creators become entrepreneurs, and enable them to
unlock scale while growing sustainably."
Additionally, Creatd today announced that it has entered into
definitive agreements for a private placement with an aggregate
principal amount of $2.15 million
(the "Private Placement"). Pursuant to the Private Placement, the
Company agrees to sell and issue original issue discount
convertible debentures and warrants to purchase shares of common
stock. The debentures will be issued with a 10% original issue
discount, resulting in gross proceeds of approximately $1.9 million, have a maturity date of
November 30, 2022, subject to
extension by six months at the Company's option, and are
convertible into shares of the Company's common stock at a
conversion price of $2.00 per share.
Participating in the transaction were numerous longtime investors
in the Company.
Pursuant to the Private Placement, Creatd will also issue
1,075,000 warrants to purchase shares of common stock with an
initial exercise price of $3.00 per
share, and 1,075,000 warrants to purchase shares of common stock
with an initial exercise price of $6.00 per share, both with a term of five years.
The conversion price of the debenture is equal to the price per
Unit of the Company's upcoming Rights Offering, being made pursuant
to the Company's effective registration statement on Form S-1 (File
No. 333-265251). Additionally, both warrants offered in the private
placement have exercise prices equal to those included in the
Rights offering Units.
The Private Placement is expected to close on or about
July 25, 2022, subject to the
satisfaction of customary closing conditions.
Commented Creatd's Executive Chairman Jeremy Frommer, "As we have communicated, both
in our newly updated Expansion Plan deck as well as in
management's presentation at last week's Investor Day, a core
aspect of Creatd's expansion strategy involves us continuing to
pursue acquisitions that align with and complement the brands in
our existing Ventures portfolio. Brave is the latest example of
this strategy coming to fruition, all while we continue building
out our future target pipeline, and maintain active discussions
with a number of other potential candidates. Given the momentum
evident across all of Creatd's business pillars, we believe our
decision to take advantage of this financing opportunity was a
prudent one, enabling the Company to keep its foot on the gas pedal
and continue riding our rapid pace of growth."
Continued Frommer, "We would also like to remind all of Creatd's
existing and prospective shareholders of our rights offering
calendar, as well as the upcoming Ownership Date cutoff this
Wednesday, July 27th at 4:00 PM ET. This is the deadline by which you
must purchase Creatd securities in order to be considered
shareholder of record as of the Record Date. I am hopeful that, as
we approach the Record Date and the start of the Subscription
Period, when-issued trading on the publicly tradable warrants will
begin soon."
The Company has confirmed the
following calendar in connection with the 2022 Rights
Offering:
Wednesday,
July 27
|
Ownership Date –
Securities must be acquired by market close of 4:00 PM ET in order
to be considered a shareholder of record on the Record
Date
|
Thursday,
July 28
|
Ex-Right Date, CRTD
& CRTDW will trade on this day without the Rights
attached.
|
Friday, July
29
|
Rights Offering Record
Date
|
Wednesday,
August 8
|
Subscription Period
Begins – Shareholders can start subscribing or oversubscribing for
the Rights Offering
|
Wednesday,
August 22
|
Subscription Period
Ends – 5:00 PM ET unless extended at the Company's sole
discretion
|
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Creatd
Creatd, Inc. (Nasdaq CM: CRTD) is a company dedicated to
unlocking creativity for creators, brands, and consumers. We
accomplish this through Creatd's four business pillars: Creatd
Labs, Creatd Partners, Creatd Ventures, and Creatd Studios.
Creatd: https://creatd.com;
Creatd IR: https://investors.creatd.com;
Vocal Platform: https://vocal.media;
Investor Relations Contact: ir@creatd.com
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contained in our Securities and Exchange Commission filings.
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SOURCE Creatd, Inc.