- 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."
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.