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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 25, 2022

 

Creatd, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-39500   87-0645394
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification No.)

 

419 Lafayette Street, 6th Floor

New York, NY 10003

(Address of principal executive offices)

 

(201) 258-3770

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   CRTD   The Nasdaq Stock Market LLC
         
Common Stock Purchase Warrants   CRTDW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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.

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On August 25, 2022, Creatd, Inc., a Nevada corporation (the “Company”), shared the Creatd 2022 Growth Capital Expansion Plan & Rights Offering (the “Presentation”), and issued a letter to shareholders (the “Letter to Shareholders”), together with a press release (the “Press Release”), in connection to the Company’s upcoming rights offering. The Presentation, the Letter to Shareholders and the Press Release are furnished hereto as Exhibits 99.1, 99.2 and 99.3, respectively, are incorporated herein by reference.

 

The Presentation, the Letter to Shareholders, and the Press Release can also be found on our website at https://creatd.com.

 

The information in Item 7.01 and Item 8.01 to this Current Report on Form 8-K, including Exhibits 99.1, 99.2, and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events

 

The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
99.1   Creatd 2022 Growth Capital Expansion Plan & Rights Offering Presentation
99.2   Letter to Shareholders
99.3   Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CREATD, INC.
   
Date: August 31, 2022 By: /s/ Laurie Weisberg
  Name:  Laurie Weisberg
  Title: Chief Executive Officer

 

 

2

 

 

Exhibit 99.1 

 

Nasdaq: CRTD Q3 2022 Creatd 2022 Growth Capital Expansion Plan & Rights O ff ering

 

 

Safe Harbor © 2022 Creatd, Inc. All Rights Reserved. 2 Statements in this presentation concerning the future expectations and plans of Creatd, Inc. (the “ Company ” ), including, without limitation, the Company ’ s future earnings, partnerships and technology solutions, may constitute forward - looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these forward - looking statements, which include words such as "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" or similar terms, variations of such terms or the negative of those terms. Although the Company believes that the expectations re fl ected in the forward - looking statements are reasonable, the Company cannot guarantee such outcomes. The Company may not realize its expectations, and its beliefs may not prove correct. Actual results may di ff er materially from those indicated by these forward - looking statements as a result of various important factors, including, without limitation, market conditions and the factors described in the section entitled "Risk Factors" in the Company ’ s most recent Annual Report on Form 10 - K and the Company ’ s other fi lings made with the U. S. Securities and Exchange Commission. All such statements speak only as of the date made. Consequently, forward - looking statements should be regarded solely as the Company ’ s current plans, estimates, and beliefs. Investors should not place undue reliance on forward - looking statements. The Company cannot guarantee future results, events, levels of activity, performance or achievements. The Company does not undertake and speci fi cally declines any obligation to update, republish, or revise any forward - looking statements to re fl ect new information, future events or circumstances or to re fl ect the occurrences of unanticipated events, except as may be required by applicable law.

 

 

What is a Rights O ff ering? A rights o ff ering is an invitation to existing shareholders to purchase additional new shares in the company. This type of issue gives existing shareholders securities called rights. With the rights, the shareholder can purchase new shares as part of a unit. It is essentially a democratized public o ff ering process, enabling an issuer (i.e. Creatd) to o ff er its shareholders the opportunity (but not the obligation) to purchase additional securities, at a premium fi xed price, as well as receive additional warrants. The o ff ering is exclusively available to shareholders who have bought the stock prior to the record date (to be announced) 01 Minimizes dilution; amount of stock a shareholder can purchase is proportional to the amount of stock they already own 02 Fair and equitable means to raise capital, safeguarding interests of retail and minority shareholders in particular 03 Tax - e ffi cient means of raising capital in the current market from existing loyal shareholders 04 05 © 2022 Creatd, Inc. All Rights Reserved. 3 Anyone who buys the stock in the open market before the future record date is eligible participate

 

 

Why do a Rights O ff ering now? Expansion capital to primarily fund and increase revenues up to $40MM 01 03 05 02 04 06 © 2022 Creatd, Inc. All Rights Reserved. 4 Creatd has evolved its technology blueprint for scale, utilizing its vast network, proprietary data, and an audience of 200MM With revenue growth of 250% and projected growth of over 100% from 2021 - 2022, Creatd's proven business model is ready for its largest - ever infusion of growth capital to bring the company to pro fi tability The marketplace and valuations for digital assets are creating a ripe environment for accretive acquisitions that can easily be absorbed into our business model Signi fi cant disruption in the in fl uencer agency space has created an opportunity for us to work with some of the top in fl uencer talent on the internet who are seeking a home base We have and continue to be a management team that actively participates in the fi nancing of the company. This o ff ering gives our shareholders the ability to access those same potential gains

 

 

Rights O ff ering T erms Issuer: Creatd, Inc. (Nasdaq CM: CRTD) Rights O ff ered: Each shareholder shall receive two (2) Subscription Rights to purchase Units for each share of Common Stock or share underlying a warrant, option, convertible note, or Preferred share that each shareholder owns Units Include: (a) one share of Common Stock and (b) one 5 - year warrant with a $0.60 exercise price Over - Subscription: Holders who fully exercise their respective Basic Subscription Rights will be entitled to subscribe for all additional shares of Common stock as a result of any unexercised Basic Subscription Rights Use of Proceeds: Rights o ff ering proceeds will be used to fund the expansion plan, including development, sales, marketing, and general working capital purposes O ff ering Maximum: Up to 20,000,000 Units sold © 2022 Creatd, Inc. All Rights Reserved. 5

 

 

We're building the homebase for creators Creatd (Nasdaq: CRTD) is a holding company that provides economic opportunities for creators through technology and partnership. © 2022 Creatd, Inc. All Rights Reserved.

 

 

Creatd's business model relies on a Shared Services Model with 35 full - time employees and multiple external segment specialists Technology Proprietary technology, content creation framework, and digital communities Companies Vocal Web Vocal App Orbit Creatd Labs Agency Fosters relationships between brands and creators through agency services Companies Vocal for Brands WHE Agency Creatd Partners E - commerce Builds, acquires, develops, and scales e - commerce brands Companies Camp Basis Dune Brave Creatd Ventures Media Production Transmedia production and media adaptation Companies OG Collection, LLC OG Gallery, Inc Intellectual Property Media and NFT Library Creatd Studios Creatd's Four Pillar Business Model © 2022 Creatd, Inc. All Rights Reserved. 7

 

 

Technology (Labs) Labs provides Vocal platform, fi rst - party data, and content distribution for Partners Partners provides Labs with in fl uencers and talent to attract audiences and drive platform growth © 2022 Creatd, Inc. All Rights Reserved. 8 Partners provides Ventures' companies marketing capabilities to drive sales Ventures provides Studios with sales infrastructure for transmedia projects Labs provides Studios curated content and creators for book deals, podcasts, fi lm adaptations, etc. Multiple Flywheel E ff ects & Growth Drivers Agency (Partners) E - commerce (Ventures) Media Production (Studios)

 

 

Expansion Plan 1 Revenue Acceleration through strategic alliances, acquisitions, emergent cross - sell/upsell opportunities, and targeted paid media to yield a greater - than 1x return on ad spend (ROAS) 2 3 Invest in Subscriber Acquisition strategies to reduce customer acquisition costs (CAC) across our pillars and improve lifetime value (LTV) per user to increase monthly recurring revenues (MRR) 4 © 2022 Creatd, Inc. All Rights Reserved. 9 Product Advancement with a roadmap focused on delivering continuous upgrades to core technology and products, development of new platforms (replicating Vocal framework), and introduction of fi rst mobile app Compete Head - to - Head with the major social/creator platforms by leveraging our core business strengths including data, technology, talent management, and brand partnerships

 

 

$10MM - $40MM Expansion Capital Plan © 2022 Creatd, Inc. All Rights Reserved. *Model assumes full allocation of $40MM 10 % Allocation ($40MM) FY21 (Actual) Revenues FY22 (Projected) Revenues FY22 (Pro Forma) Revenues FY23 (Pro Forma) Revenues FY24 (Pro Forma) Revenues Technology (Labs) $20MM (50%) $1.9MM $2MM $4.5MM $17MM+ $34MM+ Agency (Partners) $3MM (7.5%) $2.3MM $3MM $3.5MM $6MM+ $12MM+ E - commerce (Ventures) $15MM (37.5%) $90K $2MM $3.5MM $15MM+ $30MM+ Media Production (Studios) $2MM (5%) — $155K $500K $2MM+ $4MM+ Total $40MM $4.3MM $7.2MM $12MM $40MM $80MM

 

 

Allocation Breakdown © 2022 Creatd, Inc. All Rights Reserved. Our Agency and Media Production businesses, while less scalable in nature, drive signi fi cant value for their more scalable sister pillars. Their projects and brands help us penetrate new markets and untapped audiences for our creator platform Vocal and our direct - to - consumer subscriber businesses. Technology (Labs) 50% ($20MM) E - commerce (Ventures) 37.5% ($15MM) Agency (Partners) 7.5% ($3.5MM) Media Production (Studios) 5% ($2MM)

 

 

Creatd Labs develops platforms, communities, and technology for creators Creatd Labs Companies Vocal Web Vocal App Orbit Mission Grow Vocal from 1.5MM creators to 15MM creators by 2024, grow Vocal's collective audience reach from 200MM to 600MM+, and become one of the largest apps for creators and their audiences in the world. Revenues Revenues subject to resources could grow to as high as $17MM+ by end of FY2023. © 2022 Creatd, Inc. All Rights Reserved.

 

 

T echnology Expansion Levers & Growth Drivers Expand platform payments framework to include tokenization features that increase value to creators. 01 03 05 02 04 06 Improve moderation + compliance to protect platform and increase automation. Expand cross - channel paid acquisition. We will continue to allocate paid media at a much - reduced level, and as a portfolio, decrease our dependency on third - party advertising networks. Increase marketing spend to drive downloads of our iOS app. The app is expected to create a multitude of revenue transactional opportunities, as well as exponentially increase our proprietary data. Increase our investment in marketing and data analysis to result in a continually decreasing CAC (Customer Acquisition Cost). Allocate increased capital development, including initiatives involving adapting the technology framework underlying Vocal to build new transformative platforms. © 2022 Creatd, Inc. All Rights Reserved. 13

 

 

Creatd Partners fosters relationships between brands and creators Creatd Partners Companies Vocal for Brands WHE Agency Mission Expand our in fl uencer network to 1,000+ worldwide. Continue to expand our portfolio of Fortune 500 brand clients. Revenues Revenues subject to resources could grow to as high as $6MM+ by end of FY2023. © 2022 Creatd, Inc. All Rights Reserved.

 

 

Agency Expansion Levers & Growth Drivers Acqui - hire talent through accretive acquisitions of performance and brand marketing agencies. 01 03 05 02 04 Expand shared operations and client services model between agencies. Grow reach through onboarding of top tier in fl uencers and celebrities. Engage top tier brands with our new shared service model. Invest in internal data platform to improve e ffi ciencies and increase revenues. © 2022 Creatd, Inc. All Rights Reserved. 06 Leverage Creatd Studios production capabilities to provide further value to brands through a shared IP strategy. 15

 

 

Creatd Ventures invests in, develops, and scales e - commerce brands Creatd Ventures Companies Camp Dune Basis Brave Mission Expand product o ff erings for current owned - and - operated brands, Camp, Dune, Basis, and Brave. Broaden portfolio with a series of accretive acquisitions, with targets that align with our existing portfolio and can be easily consolidated into our supply chain infrastructure. Revenues Revenues subject to resources could grow to as high as $15MM+ by end of FY2023. © 2022 Creatd, Inc. All Rights Reserved.

 

 

Ventures Expansion Levers & Growth Drivers 01 03 02 04 Complete 3 accretive acquisitions in a 12 month period, with a focus on creator - founded brands. Once integrated, utilize our shared service model to increase margins. Expand partnerships with big - box retailers, to drive national distribution in brick - and mortar locations including Urban Out fi tters, CVS, and more. Develop new and innovative SKUs (Stock Keeping Units) for our current owned and operated brands to expand our product o ff erings for new and existing subscribers. Expand customer acquisition through cross - channel marketing initiatives; increased capital allocation for marketing and data analysis to fuel recurring revenue growth. © 2022 Creatd, Inc. All Rights Reserved. 05 06 Expand online marketplace distribution strategy including Amazon, Walmart, and more. Continue to collaborate with Shopify and other e - commerce technologies to strengthen e - commerce infrastructure. 17

 

 

Creatd Studios partners with creators to produce stories for TV, fi lm, podcasts, and print Creatd Studios Companies/Assets OG Collection, LLC OG Gallery, Inc . Intellectual Property Media and NFT Library Mission Harness Vocal's powerful storytelling to bring creators' original stories and captivated audiences into the entertainment and publishing space to explore new platforms at the bleeding edge of technology. Explore spin - o ff or privatization of OG Collection, Inc. Revenues Revenues subject to resources could grow to as high as $2MM+ by end of FY2023. © 2022 Creatd, Inc. All Rights Reserved.

 

 

Studios Expansion Levers & Growth Drivers Partnership with entertainment companies for the production of video content, to be distributed through streaming platform deals. 01 03 05 02 04 Partnership with UK - based crowdsourced publisher, Unbound, for book publications, featuring stories sourced from Vocal creators. Entry into podcast space with a series of creator - led podcasts in development, in partnership with PodPeople. Formation of graphic novel development arm, in collaboration with top - tier creative talent in the space. Identi fi cation and optioning of IP and talent, through our Partners and Labs business segments. 06 © 2022 Creatd, Inc. All Rights Reserved. 19 Spin - o ff or privatization of OG Collection, Inc., its subsidiary, OG Gallery, LLC and its associated NFT library.

 

 

Summary Uplisted to Nasdaq in September FY 2020 Generated $4.3MM in net revenues (255% increase YoY) FY 2021 Introduction of Vocal mobile app Q3 2022 $15MM+ gross revenues, accounting for an additional 3 e - commerce acquisitions FY 2022 Q3 2023 Projected EBITDA breakeven FY 2023 Subject to resources, up to $40MM in annual gross revenues FY 2024 © 2022 Creatd, Inc. All Rights Reserved. 20 Subject to resources, up to $80MM in annual gross revenues "This presentation explains our bold and ambitious expansion plan that has been in the making for nearly two years, since we uplisted to the Nasdaq . Since uplisting in 2020 , we have grown our revenue potential signi fi cantly, and on a pro forma basis, are tracking as high as $ 15 MM in gross revenues for fi scal year 2022 . The key to our success is a clear path to breakeven. This expansion plan provides the blueprint toward that goal. Finally, the successful completion of our expansion plan will catapult us into the upper echelon of the world's top technology companies, and lead us to expand EBITDA and, provided the resources are available, generate up to $40MM in gross revenues by the end of 2023, and up to $80MM by the end of 2024." — Jeremy Frommer, Founder & Executive Chairman

 

 

For more information, please contact ir@creatd.com or your registered broker dealer to inquire about Creatd (Nasdaq CM: CRTD). © 2022 Creatd, Inc. All Rights Reserved. 21 Contact

 

Exhibit 99.2

 

It had become apparent, in the weeks following the announcement of our Rights Offering on May 26th, that the market did not then have an appetite for the transaction we had envisioned. Context is everything and time provides for alternative opportunities. On July 29th, after careful and logical consideration, we announced that we had elected not to proceed with the offering. Since May 26th, CRTD has traded 78MM shares—nearly five times its public float of 17MM. I am confident that I, personally, count nearly half of those holders in my personal network. CRTD has traded from a recent high of $1.50 on May 26th to a historical low of $0.60. All of this has given me more confidence to move forward with our new plan of action. A team like ours must bet against the consensus and be right.

 

I am proud to say that our Second Quarter 2022 financials, which we filed last week, marked our 25th quarterly filing as a public company, and in it we reported:

 

Gross revenues increased 45% YoY

 

Net revenues increased 67% YoY

 

Operating expenses decreased 10% YoY

 

For the coming quarter, negative cash flow from operating activities is anticipated to be approximately $4.5MM, better than our original internal expectations, bringing us towards the lower end of the $4.5MM-$5.5MM range that has been maintained since the first quarter of 2021. I expect that metric to keep improving.

 

Our net revenue projections for the second half of fiscal year 2022 are expected to be between $3.5MM and $5MM, before accounting for additional growth related to potential expansion financing, with between $15MM and $20MM in gross revenues for the full year. Our monthly burn should decrease to less than $1MM a month and, more importantly, the Company will generate a greater than 1X Return on Ad Spend (ROAS) by the end of fiscal year 2022, allowing the Company to be more predictive when it comes to projecting positive cash flow, or EBITDA. Our management team continues to project cash flow break-even for Q3 2023.

  

Today we announced our intention to initiate a new Rights Offering. The success of our new rights offering will determine the size and scope of our expansion plan. Gross revenues, assuming various degrees of success, can grow from $20MM to as high as $40MM for fiscal year 2023.

 

Participation is available to all Creatd securities holders as of the to-be-announced Record Date.

 

 

 

 

The terms of the Rights Offering are as follows:

 

For each share of Common Stock or share which may be acquired via conversion or exercise of preferred stock, warrants, options, or convertible notes, a holder will receive 2 subscription rights to purchase 1 Unit, with a maximum of 20MM Units sold.

 

A Unit consists of 1 share of Common Stock and 1 non-tradeable 5-year Warrant to purchase a share of Common Stock at $1.00.

 

Each Unit will be priced at the volume-weighted average price (VWAP) for the trading days between the S-1 effective date and the Record Date.

 

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. This, again, creates a true democratic process for investors who put in the work and understand our narrative.

 

In my opinion, this is the most attractive financing opportunity we have ever offered investors. The Rights Offering process allows for a fair and equitable means to raise capital, safeguarding the interests of retail and minority shareholders in particular. Given that we are offering a Warrant struck at $1.00, it was imperative to me to exclusively offer this package to investors directly. That is why we are not using traditional structures such as PIPEs and other alternative funding packages offered by the small-cap banking community. Long-term investors, many of whom are part of that personal network, now truly stand the most to gain, and fast money is not rewarded for its risk.

 

I encourage you all to read Creatd’s Expansion Plan. Our updated deck includes a discussion of our growth and expansion plans across our four pillars. Important to note is the highly scalable nature of our technology (Creatd Labs) and e-commerce (Creatd Ventures) pillars, thus warranting higher levels of capital infusion as compared to the agency (Creatd Partners) and media production (Creatd Studios) pillars. The latter two businesses, while inherently less scalable in their own right, drive significant value for their highly scalable sister counterparts. The projects and brand partners in those pillars help us penetrate new markets and untapped audiences for Vocal and our CPG subscription businesses.

 

After many years, our company has reached an inflection point in its business model, culture, and evolving shareholder base. We have endured the pain of developing our assets and are now in a unique position to leverage them for rapid revenue expansion. At the same time, we face some of the most challenging headwinds that I have seen in the technology space in the past decade. Throughout my career, I have seen that this set of circumstances often leads to great upside for those who can weather the storm. We are at a tipping-point moment, in which I am committed to securing funding for the company that lets us take full advantage of the opportunity to ignite our expansion plan and grow exponentially. For every dollar we spend above our fixed operating expenses, we receive a multiple in return, the same should hold true for shareholders when investing in our stock; today’s announcement makes that possible.

 

 

 

 

Exhibit 99.3

 

Creatd Announces Launch of New Rights Offering and Updated Expansion Plan to Sell Up to 20 Million Units at VWAP-Based Price Per Unit and $1.00 Warrant

 

August 25, 2022

 

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.

 

2

 

 

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.

 

 

3