8-K
Creatd, Inc. (CRTD)
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): December 23, 2020
Creatd,Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39500 | 87-0645394 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation or organization) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 | CRTD | The<br> Nasdaq Stock Market LLC |
| Common<br> Stock Purchase Warrants | CRTDW | The<br> 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. ☐
Item2.02 Results of Operations and Financial Condition
On December 23, 2020, Creatd, Inc, a Nevada corporation (the “Company”) issued year in review of 2020 on its website that is open to the public (the “Year-End Review”). The Year-End Review included the release of key metrics and milestones reached by Vocal, the Company’s subsidiary, during 2020. The Year-End Review is available on the Company’s website at https://2020.vocal.media/, and is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item7.01 Regulation FD Disclosure.
On December 23, 2020, the Company issued a press release to announce the Year-End Review (the “Press Release”). The Press Release is furnished hereto as Exhibit 99.2 and incorporated herein by reference.
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Cautionary Note Regarding 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.
The information in Item 2.02, Item 7.01, and Item 8.01 to this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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.
The Press Release can also be found on our website at https://creatd.com.
Item8.01 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.
Item9.01 Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Year-End Review |
| 99.2 | Press Release, dated December 23, 2020. |
1
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:<br> December 23, 2020 | By: | /s/ Jeremy Frommer |
| Name: | Jeremy<br> Frommer | |
| Title: | Chief<br> Executive Officer |
2
Exhibit 99.1
Exhibit 99.2
Creatd’s Vocal Platform Year In Review Explores How its Creators Thrived in 2020
Vocal’s2020 Year in Review spotlights the creators, stories, and milestones that defined the platform.
Fort Lee, N.J., Dec. 23, 2020 /PRNewswire/ -- Creatd, Inc. (Nasdaq CM: CRTD) (“Creatd” or the “Company”), the parent company of Vocal, today released its 2020 Year in Review. It highlights the many ways in which Vocal helped the creative community survive and thrive this past year. Creators from around the world turned to Vocal as an outlet to share stories that matter.
Vocal provided a platform for creators to submit over 120,000 stories to an audience who spends on average over four minutes consuming each of their stories. Creators were paid over $400,000 this year, including $195,000 through Challenges, a way for creators to compete to win cash prizes and more.
Please view the full Year in Review here: https://2020.vocal.media
“We all know intuitively that creativity thrives even in the most challenging circumstances, and as such, the Vocal platform had a profound and positive impact on creators’ lives during a year when they needed it most,” says Jessica Wharton, Head of Creator Experience for Vocal. “As the world turned upside down for all of us, we saw firsthand how our creators turned to storytelling on Vocal as a means of self-expression and healing.”
Vocal Challenges helped raise awareness this year for important global issues including climate change, global food shortages, and other socioeconomic issues. Vocal’s 2020 Year in Review spotlights the creators, stories, and a myriad of positive interactions that powered the platform this year.
“It is important in today’s business environment that investors acknowledge and understand that in order to build a valuable company, our management team and, more importantly, the platform must be contributing to more than just the bottom line,” said Creatd CEO and founder Jeremy Frommer. “As I have always said, and as our Year in Review confirms, when our creators succeed, the Company succeeds.”
About Creatd
Creatd, Inc. (Nasdaq CM: CRTD) empowers creators, brands, and entrepreneurs through technology and partnership. Its flagship technology, Vocal, is a best-in-class creator platform. For more information:
Creatd: https://creatd.com;
Creatd IR: https://investors.creatd.com;
Vocal Platform: https://vocal.media;
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 Securities and Exchange Commission filings.