VOCL Creatd Inc (QB)

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): September 22, 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 September 22, 2023, Creatd, Inc., a Nevada corporation (the “Company”), issued a press release in which it updated the RegCF status of its subsidiary, Vocal, Inc. (the “Press Release”). A copy of the Press Release is furnished hereto as Exhibit 99.1, incorporated herein by reference.

 

The Press Release can also be found online at:

https://investors.creatd.com/news-and-events/press-releases/press-releases-details/2023/Vocal-Inc.-Announces-Successful-Launch-of-1.235M-Regulation-CF-Community-Round/default.aspx

 

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.

 

Exhibit Number		Description
99.1		Press Release issued September 22, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: September 22, 2023	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

Vocal, Inc. Announces Successful Launch of $1.235M Regulation CF Community Round

 

NEW YORK, September 22, 2023 /PRNewswire/ -- Vocal, Inc. is pleased to announce it has filed with the SEC a Form C/A allowing it to update its previously announced Reg CF for $123,500 to $1,235,000. This move, in line with parent company Creatd, Inc.'s ongoing strategy, will reduce its reliance on the holding company to fund its flagship subsidiary Vocal, Inc. This financing structure aims to create shareholder value by reducing dilution, avoiding toxic lending, and allowing investors to directly participate in the revenues of the Vocal platform.

 

Investors who participate in the early stages of the campaign prior to 10/9/2023 will be eligible for bonus shares, amplifying the value of their investment. The investment offers a substantial return and direct investment in Vocal’s technology. This is a testament to the company's commitment to rewarding its community of investors and increasing shareholder value.

 

The Vocal Reg CF fundraising round is a community-driven initiative. In addition to an attractive investment opportunity, it signifies a transformative shift in the investment landscape. Vocal's community of 2 million creators are now empowered to invest in the platform that they've helped build and seen flourish. Traditional investors are also given a unique chance to be part of a dynamic, growing platform, enhancing both value and potential in the creator economy.

 

Jeremy Frommer, Creatd's CEO, commented, "Vocal’s Reg CF mirrors our vision for a robust, community-driven future. By staunchly countering dilution and toxic lending, we're reinforcing our foundation for the benefit of creators and investors. Creatd is fulfilling its original strategy as a publicly traded holding company with a portfolio of technology related companies.”

 

Justin Maury, Vocal's CEO, added, "In this new chapter, we're doing more than just expanding our business model; we're inviting our most valued asset—our community of creators—to invest alongside us. This is your platform as much as it is ours, and it's only fitting that you have the opportunity to partake in the value creation that your content, engagement, and loyalty bring. You've been instrumental in shaping Vocal, and now you can share in Vocal's financial future as well."

 

For detailed information about Vocal's Reg CF and to explore the investment opportunities, please visit: https://invest.vocal.media

About Creatd

 

Creatd, Inc. ($VOCL) operates as a publicly traded holding company, strategically positioned in the digital landscape. Central to its business portfolio is its subsidiary Vocal, Inc. and its flagship product Vocal, a social media and publishing platform designed to drive user engagement and monetization.

 

For further inquiries, please contact:

Investor Relations: 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.

 

 

 

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Cover	Sep. 22, 2023
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Document Period End Date	Sep. 22, 2023
Entity File Number	001-39500
Entity Registrant Name	Creatd, Inc.
Entity Central Index Key	0001357671
Entity Tax Identification Number	87-0645394
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	419 Lafayette Street
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	(201)
Local Phone Number	258-3770
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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