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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.

 

Exhibit
Number
  Description
99.1   Creatd Strategy Update Article
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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: July 10, 2023 By: /s/ Jeremy Frommer
  Name:  Jeremy Frommer
  Title: Chief Executive Officer

 

2

 

 

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.