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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 10, 2023
Creatd, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-39500 |
|
87-0645394 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
419 Lafayette Street, 6th Floor
New York, NY 10003
(Address of principal executive offices)
(201) 258-3770
(Registrant’s telephone number, including area
code)
(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 on which registered |
N/A |
|
N/A |
|
N/A |
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 July 10, 2023, Creatd,
Inc., a Nevada corporation (the “Company”), shared an article on its platform, Vocal, discussing its upcoming financing plans
and future plans for two of its subsidiaries (the “Article”). The Article is furnished hereto as Exhibit 99.1, incorporated
herein by reference.
The Article can also be found
on Vocal at https://vocal.media/trader/the-path-to-reclaiming-american-finance-a-call-for-innovation-and-empowerment.
The information in Item 7.01
and Item 8.01 to this Current Report on Form 8-K, including Exhibit 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.
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: July 10, 2023 |
By: |
/s/ Jeremy Frommer |
|
Name: |
Jeremy Frommer |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
The Path to Reclaiming American Finance:
A Call for Innovation and Empowerment
Empowering the Common Investor: Forging a New
Path in Financial Markets
By Jeremy Frommer
In
the midst of sparsely filled giant office buildings in the financial district and the eerily quiet atmosphere of the Upper East Side,
a change is brewing. The once thriving capital markets, which served as the engine of innovation, have been compromised by a system that
no longer works in the best interest of the common investor.
It
is time for a rebellion, a collective effort to correct the course and rebuild a financial system that truly serves the needs of all
Americans. As we embark on this journey, we must eliminate the structures that have held us back and embrace new technologies and ideas
that empower individuals and promote innovation. Together, we can make American finance great again.
The
Need for Change
The
current financial landscape resembles a rigged playing field, one that continuously churns the common investor across the financial food
chain. Each day, several major problems in our system work together to manipulate the everyday investor. Here are a few examples:
1. | | Predatory lending
practices: Toxic financial products are self-fulfilling prophecies that destroy companies, forcing them to continuously be diluted
and deteriorate value. |
2. | | FTD (Fail-to-delivers):
This occurs when one party in a trading contract does not deliver on their obligations, causing significant disruption in the market.
The market-maker exemption directly leads to naked shorting. |
3. | | Abusive naked short
selling: Some traders manipulate the market by selling stocks they do not own or have not borrowed, thereby artificially driving
down the stock price. |
4. | | Collusion among
funds: Large funds sometimes collaborate to move markets in ways that benefit them but harm the common investor. |
5. | | Market-making spoofing:
This deceptive trading practice involves placing orders with the intent to cancel them before execution, thereby manipulating market
prices. |
6. | | Exploitation of
regulatory exemptions: While there are certain regulatory exemptions designed to facilitate the smooth operation of the market, these
can be misused by savvy investors, leaving the average individual investor at a disadvantage. The most recent and notable example of
this, the early trade-halt on $MMTLP. |
It's
important to note that the regulatory bodies tasked with overseeing these markets, and even Congress, are aware of these issues. They
have discussed them openly and yet, despite more than three decades of debate and proposed solutions, the problems persist.
The
Rise of a Rebellion
In
this era of uncertainty, a sense of rebellion is in the air, particularly in the small and micro-cap public stock markets that have been
devastated. Those investors who have been threatened by the status quo are rising up to challenge it. It is the very people affected
by this broken system who are leading the charge for change. We can see this rebellion taking shape in various forms, propelled by technological
advancements and innovative platforms that are reshaping the landscape of finance.
This
rebellion is taking root in multiple facets of the financial landscape, fueled by an unusual blend of social media activism and speculative
investing. The rise of meme stocks is the phenomenon that underscores the power of collective action. Born from online communities and
forums, the common investors are turning the tables, using the strength of their numbers and the virality of social media to drive up
the price of undervalued and abused stocks. This form of crowd-sourced investing has not only democratized the markets, but also highlighted
the immense potential of communal influence.
The
once distant world of finance is now accessible at the touch of a screen, and investment strategies are being shared, dissected, and
honed within digital communities. These advancements are redefining the very fabric of finance, heralding an era where the collective
voice of individual investors can no longer be dismissed or ignored.
Democratizing
Investments
Embracing
this wave of change are progressive platforms like DealMaker, who are leveraging Regulation CF (Crowdfunding) to make American investments
more accessible to a wider audience. This democratization of investments allows individuals from all backgrounds to participate in wealth
creation, cultivating a sense of shared prosperity and ownership.
The
Path Forward
Over
the last few months, Creatd, Inc. has been working towards a plan and strategy to increase shareholder value while reducing dilution.
Here
are the three initiatives we are pursuing:
1. | | Creatd, Inc. ($VOCL)
is expected to open a Reg CF round of financing later this month. It will be among one of the first public micro-cap companies to do
so. This $5M round will allow anyone to invest, including our 2M Vocal creators, in a new participating preferred at an original issued
discount and allows them to partake in the company's revenues as a quarterly dividend. This round is non-dilutive to the common stock
$VOCL, is convertible at far above current trading prices, and will be closed at the earlier of the company's discretion or completion
of the $5M raise. |
2. | | We're preparing to
publicly offer shares of the OG Collection, Inc. (a wholly-owned subsidiary of Creatd, Inc.) on the Upstream platform. This will mark
the first material asset sale and special dividend by the company. We expect the audit to be completed by July 17th, 2023, which will
allow us to rapidly move forward on the OG capital raise and special dividend distribution. |
3. | | We are preparing to
sell off Creatd Ventures, the company's consumer packaged goods division, as we strive to consolidate our focus into our core technology
platform Vocal, which accounts for the vast majority of the company's revenues. |
I
can't emphasize enough how crucial these paths are for our company and shareholders. It's the most sensible way forward to see a recovery
of our common stock. We will be creating an environment for the organic appreciation of our common stock, which again, remains undiluted
by these transactions.
Moreover,
our success could help us sidestep the need for a reverse stock split, like so many micro-cap companies are forced to do. We're not just
changing our own course—we're setting a new playbook for a more investor-centric approach in the financial landscape.
Your
questions, thoughts, and insights are invaluable to us, and we invite you to share them. Leave your comments and questions below, and
make sure to join me on my Twitter Space on Tuesday, July 11, 2023.
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