- The Company expects to receive gross proceeds of $40MM if the
above-market rights offering is fully subscribed and an additional
$180MM if all of the warrants underlying the Units are
YORK, May 26, 2022 /PRNewswire/ -- Creatd, Inc.
(Nasdaq CM: CRTD) ("Creatd" or the "Company"), today announced that
it will conduct a rights offering to raise gross proceeds of up to
$40 million (the "Rights Offering").
The Rights Offering will allow Creatd's current and future holders
of record of the Company's common stock and outstanding warrants 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 today with the Securities and Exchange Commission (SEC) and
as summarized below.
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 or options. Each subscription right
entitles the holder to purchase one Unit at a subscription price of
$2.00 per Unit. Each Unit will
consist of: (i) one share of common stock, (ii) one 5-year warrant
exercisable for $3 per share, and
(iii) one redeemable 5-year warrant exercisable for $6 per share.
Shareholders and holders of shares of preferred stock, warrants
and options must own the securities as of the record date to
receive the dividend of the subscription rights when declared.
Because the Company must register the Rights Offering with the SEC,
the record date has not yet been set, but will be announced when it
is set. Creatd will not process any subscriptions pursuant to the
Rights Offering until the commencement of the subscription
If the Rights Offering is fully subscribed, the Company expects
to receive proceeds of $40 million,
before expenses related to the Rights Offering. If all of the
warrants underlying the Units were to be exercised in the future,
the Company would receive an additional $180
million. 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 privilege the right to purchase
additional Units that remain unsubscribed. The availability of
basic subscription 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 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
May 26, 2022, and is available on the
SEC's website at EDGAR Entity Landing Page (sec.gov).
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 and focus on its core
technology and ecommerce businesses. For more information, please
visit Creatd's 2022 Expansion Plan presentation and a
shareholder letter from Jeremy
Frommer, Creatd's Executive Chairman.
Creatd, Inc. (Nasdaq CM: CRTD) is a
creator-first technology holding company and the parent company of
the Vocal platform. Our mission is to empower creators,
entrepreneurs, and brands through technology and partnership. We
accomplish this through Creatd's four business pillars: Creatd
Labs, Creatd Partners, Creatd Ventures, and Creatd Studios.
Creatd IR: https://investors.creatd.com;
Vocal Platform: https://vocal.media;
Investor Relations Contact: firstname.lastname@example.org
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.