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 period.
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.
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