8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): February 10, 2021

Creatd,Inc.

(Exact name of registrant as specified in its charter)

2050Center Avenue, Suite 640

FortLee, NJ 07024

(Address of principal executive offices)

(201)258-3770

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2021, the Board of Directors (the “Board”) of Creatd, Inc. (the “Company”), upon the approval and recommendation of the Compensation Committee of the Board, approved new compensation arrangements for each of the independent members (each an “Independent Director”) of the Board (the “Compensation Terms”), in accordance with the Company’s 2020 Equity Incentive Plan. Pursuant to the Compensation Terms, upon being elected to the Board, each Independent Director shall receive an initial issuance of 50,000 options to purchase the Company’s common stock, par value $0.001 (“Common Stock”), which shall vest over a three-year period and expire five years following the date of vesting (“Options”), having a strike price of the closing price as of the last day prior to the grant (last day preceding date of appointment) with the Chairman of the Board receiving an additional 50,000 Options. Each Independent Director will also receive a quarterly payment of (i) restricted shares of the Company’s Common Stock in the amount equal to $12,500 (“Quarterly Shares”), , priced at the closing price as of the last day prior to the grant (last day of preceding quarter) and (ii) Options in an amount equal to $12,500 (the “Quarterly Options”), having a strike price of the closing price as of the last day prior to the grant (last day of preceding quarter). The Chairman of the Board will receive an additional $12,500 of both Quarterly Shares and Quarterly Options. An Independent Member who is also a member of a committee of the Board (“Committee”) will receive an annual payment of an additional 2,500 Options, issued quarterly and vesting one year following their issuance, with the chairperson of each Committee receiving a total of 10,000 of such Options. Options provide for cashless exercise at option of holder.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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