Creatd Begins Initial Due Diligence with Auditor Firm after having Retained Sichenzia Ross Ference LLP to file its S-1 for Initial Offering on Upstream of OG Collection, Inc., the Company's Planned Dividend Spin-off

Rhea-AI Summary

Creatd, Inc. (OTCQB: CRTD) announced the engagement of Sichenzia Ross Ference LLP as legal counsel for its anticipated special dividend spin-off of OG Collection, Inc. The Company will file an S-1 and has initiated due diligence with an audit firm to commence audits in early April 2023. The spin-off aims to address issues faced by shareholders in microcap stocks and is projected for completion in Q2 2023. Shareholders on record post-S-1 will be eligible for the special dividend, emphasizing the Company's commitment to shareholder value amid market challenges.

Positive

• Engagement with an audit firm for OG Collection to enhance transparency.
• Special dividend spin-off expected to create value for shareholders.
• Potential to address short-selling issues in microcap stocks.

Negative

• None.

• The Company had engaged Sichenzia Ross Ference LLP as legal counsel in connection with the anticipated special dividend spin-off of the OG Collection, Inc. and expects to begin work on an S-1 shortly.
• The Company has additionally begun initial due diligence with an audit firm to begin an audit of the OG Collection as soon as early April 2023.
• The spin-off transaction is expected to force a full count of shares, discovering any fail-to-delivers as short sellers have to deliver shares in a new company only trading on the blockchain securities platform.

NEW YORK, March 17, 2023 /PRNewswire/ -- Creatd, Inc. (OTCQB: CRTD; Upstream: CRTD) ("Creatd" or the "Company"), the parent company of OG Collection, Inc., is pleased to announce that it has begun the engagement process with an audit firm to begin an audit of OG Collection, Inc. in anticipation of the Company's planned dividend spin-off. The Company also continues to work with Sichenzia Ross Ference LLP as legal counsel to prepare for an S-1 filing, which will move forward in full force after the Company files its 2022 10-K in the coming weeks.

Having begun the engagement process, the audit is expected to be conducted during the month of April. The completion of the audit will rapidly be followed by the Company's filing of the initial listing S-1 for OG Collection, Inc. to begin trading independently on the Upstream blockchain securities platform. The Company expects to complete the spin-off during the second quarter 2023. Creatd shareholders of a record date to be set after S-1 is declared effective, expected at the end of May, will be the only investors capable of receiving the special dividend. Unlike cash dividends or NFT coupons, this corporate action creates a more systemic problem for short selling in general. Companies that can successfully spin-off special dividends, not only in the form of assets but in the form of operating, scalable, listed companies. This is the company's current strategy for dealing with the difficult issues it faces in the public market. The company and its management team's primary focus remains the growth of its flagship product Vocal and the millions of creators it services.

Creatd CEO and Chairman, Jeremy Frommer, commented, "The spin-off is a crucial piece in correcting the trajectory of our company, creating value for our shareholders, and combating the abusive trading tactics that hold shareholders hostage in small and microcaps stocks. They are subject to a broken market making system, unenforceable stock loan regulations, and a toxic financing environment for the underlying companies they are invested in. As we have seen in the U.S. banking space, and particularly in the trading of the underlying stocks for some of the biggest financial institutions, the broken back-office operations that allowed for the collapse of Silicon Valley Bank pose systemic risk and create opportunities for nefarious trading behavior. We are convinced that the path for Creatd in combating fails-to-deliver and other market loopholes is to unite shareholders and force a corporate action related to significant value on their behalf. The only way to capture this valuable special dividend will be by opening an account on Upstream. Non-objecting shareholders of record that currently maintain positions in brokerage accounts will have their ownership verified via Creatd's shareholder list. Shareholders that are objecting may receive a request from Upstream via email to provide a copy of their brokerage account statement as of the record date, which will be announced after the Company's S-1 is declared effective, showing a long position of Creatd.

I look forward to keeping you regularly updated on Twitter as the process begins to accelerate. I will be utilizing Twitter Spaces as a forum to answer questions related to the Upstream spin-off and other strategic objectives."

About Creatd

Creatd, Inc. (OTCQB: CRTD; Upstream: CRTD) is a company with a mission to provide economic opportunities to creators and brands by multiplying the impact of platforms, people, and technology. 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/creatd-begins-initial-due-diligence-with-auditor-firm-after-having-retained-sichenzia-ross-ference-llp-to-file-its-s-1-for-initial-offering-on-upstream-of-og-collection-inc-the-companys-planned-dividend-spin-off-301775157.html

SOURCE Creatd, Inc.

FAQ

What is the special dividend spin-off of OG Collection, Inc. planned by Creatd?

Creatd is preparing to spin off OG Collection, Inc. as a special dividend to enhance shareholder value, with plans to file an S-1 and conduct an audit.

When is the audit of OG Collection expected to begin and complete?

The audit of OG Collection is scheduled to start in early April 2023 and is expected to be completed before filing the S-1.

What are the expected benefits of the spin-off for Creatd shareholders?

The spin-off is anticipated to address market challenges and potentially create value by mitigating short-selling issues, benefiting shareholders.

How will Creatd shareholders receive the special dividend?

Only shareholders on record after the S-1 is declared effective will be eligible for the special dividend, with required verification through Upstream.