Current Report Filing (8-k)
July 26 2022 - 4:46PM
Edgar (US Regulatory)
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2022-07-25
2022-07-25
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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 25, 2022
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.) |
648 Broadway
Suite 200
New York, NY 10012
(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 |
Common Stock, par value $0.001 |
|
CRTD |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Common Stock Purchase Warrants |
|
CRTDW |
|
The 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. ☐
Item 8.01 Other Events
On July 25, 2022, Creatd,
Inc., a Nevada corporation (the “Company”), through its counsel, issued a letter to D.F. King & Co., the Company’s
information agent in connection with the Company’s upcoming rights offering (the “Rights Offering”) requesting that
it notify The Depository Trust Company, as well as custodian banks and brokerage firms, of the upcoming record date for the Rights Offering
and of the Regulation SHO requirements that may be applicable to clients who hold short positions in the Company’s listed shares
and/or listed warrants (the “Regulation SHO Letter”). On July 25, 2022, the Company issued a press release related to the
Rights Offering and the Regulation SHO Letter (the “Press Release”). The Regulation SHO Letter and the Press Release are furnished
hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.
The information in Item
8.01 to this Current Report on Form 8-K, including Exhibits 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.
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 26, 2022 |
By: |
/s/ Laurie Weisberg |
|
Name: |
Laurie Weisberg |
|
Title: |
Chief Executive Officer |
2
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