Creatd Announces Letter of Intent for 25% Sale of OG Collection, Inc. at $2.5 Million Purchase Price; Transaction Anticipated to Close Ahead of Planned OTC Spin-Off

Published on December 05, 2022

NEW YORK, Dec. 6, 2022 /PRNewswire/ -- Creatd, Inc. (OTCQB: CRTD) ("Creatd" or the "Company"), a creator-first technology company, today announced that it has entered into a Letter of Intent ("LOI") with an outside party for the sale of 25% of the equity interests of its subsidiary OG Collection, Inc. (the "OG Collection"), its acclaimed media archive capturing some of the most iconic publications and people of the 20th century.

Summary of Proposed Transaction

  • Consideration for Purchase of Shares: Under the terms of the LOI, Dorado Goose LLC shall acquire a total of 500,000 shares of OG Collection, Inc. for cash consideration of $2,500,000, implying a pre-money valuation of $7,500,000 and a post-money valuation of $10,000,000.
  • Capitalization: As previously announced, Creatd is pursuing its plan to spin-off the OG Collection, Inc. As part of the transaction, and subject to board approval, the Company will be issuing 80% ownership interests of OG Collection, Inc. to shareholders of record, and 20% to the entity's management. Upon the closing of the proposed transaction outlined in the LOI, this initial capitalization would be adjusted to reflect the new investors' capital investment. With the purchase of the 25% ownership by Dorado Goose LLC, the original 80% ownership to Creatd shareholders would be reduced to 60% and management's original 20% would be reduced to 15% post-transaction.A record date will be set prior to the distribution of the spin out shares of OG Collection, Inc. Only those shareholders that can demonstrate physical ownership as of such record date will be entitled to the new security.
  • Current Assets: OG Collection, Inc. includes approximately 150,000 published & unpublished images in original format; approximately 25,000 original drawings, sketches, cartoons, and artwork; approximately 3,500 hours of original footage in VS, Super 8 film, and DVD formats; approximately 5,000 mastheads, magazines, stories, unpublished scripts and production materials; and thousands of records from the archives of General Media, Inc. and Bob Guccione's personal estate. In addition, the OG Collection includes the OG Gallery web 3.0 and NFT assets; the intellectual property associated with development of media including the film Filthy Gorgeous and the book series No One's Pet; current projects including podcasts, streaming video and licensing; and all copyright relating to the photography and illustrations of Bob Guccione.

Commented Creatd's Chairman and CEO, Jeremy Frommer, "I am thrilled to have this opportunity to jumpstart the OG Collection, Inc.'s various expansion initiatives including its media development, partnership with the premiere licensing group in the photography space, as well as our Web 3.0 and NFT strategy. Additionally, through the plan contemplated in today's LOI, we will be in an even better position to monetize the hundreds of thousands of original images in our vast media library through both direct sales as well as transactions leveraging the Collection's impressive intellectual property."

Frommer continued, "Equally important to me is the tactical value that the spin-off of the OG Collection, Inc provides to Creatd, Inc's shareholders of record, both in monetary value as well as combating the naked short selling. The transaction announced today not only validates the pre-money value of the spin-off, but will enable us to more swiftly move through the legal and operational milestones required to list a new company. Upon listing on the OTC, the distribution of OG Collection shares to Creatd shareholders will be closely monitored to ensure no shares are distributed to shareholders who cannot prove physical ownership at the time of the transaction."

Forward Looking Statements

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