Item 1.01. Entry into a Material Definitive
Agreement.
Securities Purchase Agreement
On July 25, 2022 (the “Effective
Date”), Creatd, Inc., a Nevada corporation (the “Company”), entered into and closed securities purchase agreements
(each, a “Purchase Agreement”) with five accredited investors (the “Investors”), whereby the Investors
purchased from the Company for an aggregate of $1,935,019 in subscription amount (i) debentures in the principal amount of
$2,150,000 (the “Debentures”); (ii) 1,075,000 Series E Common Stock Purchase Warrants to purchase shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Series E Warrants”); and
(iii) 1,075,000 Series F Common Stock Purchase Warrants to purchase shares of Common Stock (the “Series F Warrants”, and
collectively with the Series E Warrants, the “Warrants”). The Company and the Investors also
entered into registration rights agreements (each, a “Registration Rights Agreement”) pursuant to the Purchase
Agreement.
The Debentures have an original issue discount
of 10%, have a maturity date of November 30, 2022, may be extended by six months at the Company’s option subject to certain conditions,
and are convertible into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustment upon certain events including
a one-time adjustment to the price of the Common Stock offered in the Rights Offering (as defined therein), with such adjusted conversion
price not to be lower than $1.25.
The Warrants are immediately exercisable for a
term of five years until July 25, 2027. The Series E Warrants are exercisable at an exercise price of $3.00, subject to adjustment upon
certain events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with such adjusted exercise
price not to be lower than $1.01. The Series F Warrants are exercisable at an exercise price of $6.00 subject to adjustment upon certain
events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with such adjusted exercise price
not to be lower than $1.01. The Warrants provide for cashless exercise to the extent that there is no registration statement available
for the underlying shares of Common Stock. The shares underlying the Debentures, the Series E Warrants and the Series F Warrants are to
be registered within 90 days of the Effective Date.
The representations and warranties contained in
the Purchase Agreement were made by the parties to, and solely for the benefit of, the other in the context of all of the terms and conditions
of the Purchase Agreement and in the context of the specific relationship between the parties. The provisions of the Purchase Agreement,
including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Purchase
Agreement. The Purchase Agreement is not intended for investors and the public to obtain factual information about the current state of
affairs of the parties.
Additionally, in connection with the Purchase
Agreements, the subsidiaries of the Company delivered a guarantee (the “Guarantee”) in favor of the Investors whereby each
such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the Purchase Agreement.
Item 1.01 of this Current Report on Form 8-K contains
only a brief description of the material terms of the Purchase Agreement, the Debentures, the Warrants, the Registration Rights Agreement
and the Guarantee and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such
description is qualified in its entirety by reference to the full text of the forms of Purchase Agreement, the Debentures, Series E Warrants,
Series F Warrants, the Registration Rights Agreement and the Guarantee, the forms of which are attached as Exhibits 10.1, 4.1, 4.2, 4.3,
10.2 and 10.3 respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.