Specificity, Inc. Files S-1/A Amendment

TL;DR

<b>Specificity, Inc. has filed an S-1/A amendment, indicating progress in its public offering process.</b>

AI Summary

SPECIFICITY, INC. (SPTY) filed a Amended IPO Registration (S-1/A) with the SEC on March 19, 2024. Specificity, Inc. filed an S-1/A amendment on March 19, 2024. The company is incorporated in Nevada with its principal business address in Tampa, Florida. The filing relates to the Securities Act of 1933. The SEC file number associated with this filing is 333-276873. The SIC code for the company is 7311 (Services-Advertising Agencies).

Why It Matters

For investors and stakeholders tracking SPECIFICITY, INC., this filing contains several important signals. This amendment suggests the company is moving forward with its plans to become publicly traded, which could offer new investment opportunities. The filing provides updated information on the company's structure and regulatory compliance, crucial for investors assessing risk and potential.

Risk Assessment

Risk Level: low — SPECIFICITY, INC. shows low risk based on this filing. The risk is low as this is a routine S-1/A filing amendment, not indicating immediate financial distress or significant new risks.

Analyst Insight

Monitor future filings for details on the offering size, pricing, and use of proceeds.

Key Numbers

• 2024-03-19 — Filing Date (Filing Date)
• 333-276873 — SEC File Number (SEC File Number)
• 7311 — SIC Code (Standard Industrial Classification)
• 2023-09-30 — Most Recent Quarter End (Financial reporting period end)
• 2022-12-31 — Previous Fiscal Year End (Financial reporting period end)

Key Players & Entities

• SPECIFICITY, INC. (company) — Filer name
• 0001520138-24-000117 (other) — Accession Number
• S-1/A (other) — Form Type
• 333-276873 (other) — SEC File Number
• 7311 (other) — Standard Industrial Classification
• NV (other) — State of Incorporation
• FL (other) — State of Business Address
• 8133644744 (other) — Business Phone

FAQ

Industry Context

Specificity, Inc. operates within the advertising agencies sector, providing services related to marketing and promotion.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for detailed disclosures.
2. Track subsequent amendments and registration statements for offering details.
3. Research the company's business model and market position within the advertising industry.

Key Dates

• 2024-03-19: S-1/A Filing — Amendment filed for the company's public offering registration.

Year-Over-Year Comparison

This is an amendment to a previous filing, indicating ongoing activity in the registration process.

Key Financial Figures

• $0.001 — ficity, Inc. (the "Company"), par value $0.001 per share (the "Shares") by ClearThink
• $5,000,000 — have the right to "put" or sell, up to $5,000,000 worth of shares of our common stock to
• $1,000,000 — ink put notices for up to the lesser of $1,000,000 or 500% of the daily average shares tra
• $500 thousand — apabilities available to companies with $500 thousand to $5 million in sales. The PICK POCKET
• $5 million — able to companies with $500 thousand to $5 million in sales. The PICK POCKET build-out is
• $25,000,000 — nts with revenues between$5,000,000 and $25,000,000. The revenue target speaks to both reta
• $5,100 — ts with these revenues spend on average $5,100 per month. This is important because th
• $100,000 — estimate such costs to be approximately $100,000 for 12 months following this Offering.
• $25,000 — notice, but not in an amount less than $25,000 (the "Put Amount") and will obligate Cl

Filing Documents

• spec_s1a.htm (S-1/A) — 1048KB
• spec_s1ex23z1.htm (EX-23) — 2KB
• image_001.jpg (GRAPHIC) — 178KB
• image_002.jpg (GRAPHIC) — 236KB
• image_003.jpg (GRAPHIC) — 259KB
• image_005.jpg (GRAPHIC) — 5KB
• 0001520138-24-000117.txt (&nbsp;) — 5193KB
• spty-20230930.xsd (EX-101.SCH) — 21KB
• spty-20230930_cal.xml (EX-101.CAL) — 36KB
• spty-20230930_def.xml (EX-101.DEF) — 88KB
• spty-20230930_lab.xml (EX-101.LAB) — 185KB
• spty-20230930_pre.xml (EX-101.PRE) — 151KB
• spec_s1a_htm.xml (XML) — 397KB

financial statements and notes for the years ended December 31, 2022, and December 31, 2021

financial statements and notes for the years ended December 31, 2022, and December 31, 2021. The information included in this filing amends this Registration Statement and the prospectus contained therein. No additional shares are being registered pursuant to this Pre-Effective Amendment No. 1, and the Company does not anticipate any additional applicable registration fees pursuant to the filing of this Pre-Effective Amendment No.1. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SPECIFICITY, INC. 410 S. Ware Blvd., Suite 508 Tampa, FL 33619 (813) 364-4744 Consisting of 2,000,000 shares common stock This prospectus relates to the offer and resale a total of 2,000,000 shares of the common stock of Specificity, Inc. (the "Company"), par value $0.001 per share (the "Shares") by ClearThink Capital Partners LLC ("ClearThink" or the "Selling Security Holder") pursuant to the Strata Purchase Agreement dated December 4, 2023 (the "Strata Purchase Agreement" or "SPA"). If issued presently, the 2,000,000 shares of common stock registered for resale by ClearThink would represent approximately 17.57% of our issued and outstanding shares of common stock as of January 8, 2024. ClearThink may sell all or a portion of the Shares at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. We will not receive any proceeds from the sales of the Shares by ClearThink. However, we will receive proceeds from our initial sale of the Shares to ClearThink pursuant to the Strata Purchase Agreement. Subject to the terms of the Strata Purchase Agreement, we have the ri

USE OF PROCEEDS

USE OF PROCEEDS 14 DETERMINATION OF OFFERING PRICE 14 PLAN OF DISTRIBUTION; TERMS OF THE OFFERING 16

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 17 INTERESTS OF NAMED EXPERTS AND COUNSEL 18 INFORMATION WITH RESPECT TO REGISTRANT 18 DESCRIPTION OF BUSINESS 18 DESCRIPTION OF PROPERTY 23

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 23 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER 24 DIVIDEND POLICY 24

SELECTED FINANCIAL DATA AND MANAGEMENT'S DISCUSSION AND ANALYSIS

SELECTED FINANCIAL DATA AND MANAGEMENT'S DISCUSSION AND ANALYSIS 25 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 28

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28 DIRECTORS AND EXECUTIVE OFFICERS 29

EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33 LEGAL MATTERS 33 EXPERTS 33 COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 33 WHERE YOU CAN FIND MORE INFORMATION 34 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1

– INFORMATION NOT REQUIRED IN PROSPECTUS

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS II-1 -i- Table of Contents You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our Common Stock. We have not authorized anyone to provide you with information different from that contained in this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law. PROSPECTUS SUMMARY The following summary highlights material information contained in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial entitled "Where You Can Find More Information" in this prospectus and any amendment or supplement hereto. Company Overview Specificity, Inc. ("Specificity" or the "Company") was incorporated in the State of Nevada on November 25, 2020. The Problem We Endeavor to Solve At our core, we are a digital marketing firm. However, through our diversified holdings, we provide various solutions that combine our marketing expertise to provide support for other segments of our portfolio. Ultimately, Specificity is a tech incubator. We identify technology-based marketing solution entities, take an equity share position in return for utilizing our internal res

View Full Filing

View this S-1/A filing on SEC EDGAR