|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On
June 17, 2021, Creatd, Inc. (“we” or the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with The Benchmark Company LLC (“Benchmark” or the “Underwriter”), pursuant to which we agreed
to sell to the Underwriter in a firm commitment underwritten public offering (the “Offering”) an aggregate of 750,000 shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $3.40
per share. The Company also granted the Underwriter a 30-day option to purchase up to an additional 112,500 shares of Common Stock
to cover over-allotments, if any. The Offering is expected to close on June 21, 2021.
Benchmark acted as sole bookrunner
for the Offering. The Offering is being made pursuant to a prospectus supplement dated June 17, 2021, and a base prospectus dated April
23, 2021, which is part of a registration statement on Form S-3 (File No. 333-250982) that was filed with the Securities and Exchange
Commission (the “Commission”) on November 25, 2020, as amended on April 9, 2021, and declared effective by the Commission
on April 23, 2021. The Underwriter received a discount in the amount of 7% of the aggregate gross proceeds received by the Company in
connection with the Offering, warrants equal to 5% of the total of all shares issued in the Public Offering, including overallotment shares,
exercisable six months from the date of issuance, at the price of $4.08, for a period of five years (the “Underwriter Warrants”),
and reimbursement of certain expenses.
The
Underwriting Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and
reimbursement obligations and termination provisions. Additionally, under the terms of the Underwriting Agreement, we have agreed to indemnify
the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments
the Underwriter may be required to make in respect of these liabilities.
The
foregoing descriptions of the Underwriting Agreement and the Underwriter Warrants are not complete and are qualified in their entirety
by reference to the full text of the Underwriting Agreement and the form of Underwriter Warrant, which are filed as Exhibit 1.1 hereto
and Exhibit 4.1 hereto, respectively, and are incorporated herein by reference.
The
gross proceeds to the Company from the sale of 750,000 shares of Common Stock, before deducting underwriting discounts and commissions
and estimated offering expenses payable by us, will be $2,550,000. We intend to use the net proceeds from this offering for working capital
and general corporate purposes.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.