8-K
Creatd, Inc. (CRTD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):November 1, 2021
Creatd, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39500 | 87-0645394 |
|---|---|---|
| (State or other jurisdiction of<br><br><br><br>incorporation or organization) | (Commission File Number) | (IRS Employer<br><br><br><br>Identification No.) |
2050 Center Avenue, Suite 640
Fort Lee, NJ 07024
(Address of principal executive offices, including zip code)
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange onwhich registered |
|---|---|---|
| Common Stock, par value $0.001 | CRTD | The Nasdaq Stock Market LLC |
| Common Stock Purchase Warrants | CRTDW | The Nasdaq Stock Market LLC |
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 7.01 Regulation FD Disclosure.
On November 1, 2021, Creatd, Inc., a Nevada corporation (the “Company”), issued a press release that included certain information related to its unaudited balance sheet, recent funding, and other financial information. The Press Release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
The Press Release can also be found on our website at https://creatd.com.
The information in Item 7.01 and Item 8.01 to this Current Report on Form 8-K, including Exhibits 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits*.*
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Creatd, Inc., dated November 1, 2021 |
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.
| CREATD, INC. | ||
|---|---|---|
| Date: November 4, 2021 | By: | /s/ Jeremy Frommer |
| Name: | Jeremy Frommer | |
| Title: | Co-Chief Executive Officer |
Exhibit 99.1
Creatd Provides Update on Balance Sheet and Financing Activities
- Company takes in over $7.8 million in cash proceeds during the seven day period between October 22-29.
NEW YORK, Nov. 1, 2021 /PRNewswire/ -- Creatd, Inc. (Nasdaq CM: CRTD) ("Creatd" or the "Company"), the parent company of Vocal, today provided an update on its unaudited balance sheet, recent funding, and other financial information. Last week, the Company announced the close of its registered direct offering of 850,000 shares, priced at the market under Nasdaq rules and yielding over $3.4 million in net proceeds to the Company. In addition to the financing, the Company recently brought in $4.4 million in cash through the exercise of warrants. In total, the Company last week received over $7.8 in cash proceeds, significantly strengthening its balance sheet.
Between October 22 and October 29, 2021, the Company saw the exercise of approximately 875,000 warrants into shares of common stock at an exercise price of $4.50, as well as approximately $1.1 million in debt conversions at a price of $5.00 per share; with these conversions, the Company has now fully eliminated all debt remaining from its May 2021 convertible note offering. After factoring in the above transactions, Creatd now has approximately 16.3 million shares issued and outstanding. Additionally, there currently remain approximately 3 million outstanding privately-held warrants, the majority of which may be exercised at a price of $4.50, and 2.5 million publicly traded warrants having exercise prices of $4.50.
Creatd is pleased to report that it has now paid off nearly all remaining debt on its balance sheet, with the exception of a $660,000 note related to the acquisition of Seller's Choice and approximately $200,000 in an outstanding PPP loan. As of today, the Company has settled most of its outstanding payables including legal, accounting, and technology development fees. The Company also has a credit in the amount of approximately $500,000 with its development partner, Thinkmill. Additionally, the Company allocated $1.8 million to fully pay down its existing balance with third party marketing platforms, leaving Creatd the ability to draw down on up to $3 million in available credit with its long-standing social media partners.
Commented Creatd founder and co-CEO, Jeremy Frommer, "Having made progress on all of the above payables, as well as closed our recent financing, our company now has in excess of $5 million in cash plus the aforementioned vendor credits to support our strategic growth plans. Having considerably fortified our balance sheet and reduced our debt by 56% to $1.1 million since the end of third quarter, we are well-positioned to execute across all four of Creatd’s pillars.”
Frommer continued, "While we progress toward our 100,000 Vocal+ member milestone, we have been able to significantly reduce our dependence on third party social media marketing platforms. As a result, we saw a 57% reduction in marketing costs between the second and third quarters. For the fourth quarter of 2021, we expect marketing costs to remain under $2 million; outside of marketing costs, we expect operating expenses as a whole to stay consistent with previous quarterly levels.
"We estimate third quarter net revenues of approximately $1.2 million, representing a 24% increase from the second quarter of 2021 and our fourth consecutive quarter of double-digit growth. In addition, we currently project between $1.6 and $1.8 million in revenues for the fourth quarter, a 30% to 50% quarter-over-quarter growth rate."
Explained Creatd co-CEO, Laurie Weisberg, "Our third and fourth quarter 2021 revenue expectations factor in the supply chain challenges that have disrupted e-commerce on a global scale. With those disruptions in mind, we still expect to see Creatd Ventures' e-commerce businesses continue to ramp up and begin materially impacting revenues in Q1 2022. With our third quarter numbers expected to be released on November 15, we look forward to sharing a more in depth understanding of the Creatd Partners' agency business and its growth, particularly since the acquisition of the WHE Agency."
About Creatd
Creatd, Inc. (Nasdaq CM: CRTD) is a creator-first technology company and the parent company of the Vocal platform. Our mission is to empower creators, entrepreneurs, and brands through technology and partnership.
For news and updates, subscribe to Creatd's newsletter: https://creatd.com/newsletter
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 SEC filings.