Item 1.01. Entry into a Material Definitive
Agreement.
Securities Purchase Agreement
On September 15, 2022, Creatd, Inc., a Nevada corporation (the “Company”),
entered into a securities purchase agreement (the “Purchase Agreement”) with five accredited investors resulting in the raise
of $800,000 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered
direct offering (the “Offering”) an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”). In a concurrent private placement, the Company issued to such investors warrants to purchase up
to 4,000,000 shares of Common Stock, representing 100% of the shares of common stock purchased in the Offering (the “Warrants”).
The Warrants and the shares of common stock issuable upon the exercise of the Warrants (the “Warrant Shares”) are not being
registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering is expected
to close on or about September 19, 2022, subject to the satisfaction of customary closing conditions as set forth in the Purchase Agreement.
The Company expects the gross proceeds from the Offering to be $800,000, before deducting Offering expenses, which will be used for general
corporate purposes, including working capital.
The shares of Common
Stock were offered and sold by the Company pursuant to a prospectus supplement, which will be filed with the Securities and Exchange Commission
(the “Commission”), in connection with a takedown from the Company’s effective shelf registration statement on Form
S-3, which was filed with the Commission on November 25, 2020 and subsequently declared effective on April 23, 2021 (File No. 333-250982)
(the “Shelf Registration Statement”).
The Warrants are immediately exercisable for a
term of five years until September 15, 2027. The Warrants are exercisable at an exercise price of $0.20, subject to adjustment upon certain
events. 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 Warrants are to be registered within 10 trading days of the date of the Purchase Agreement.
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.
Restructuring Agreement
On September 15, 2022, in connection with the Offering,
the Company entered into an agreement with the holders (the “Holders”) of certain of the Company’s previously issued
securities (the “Restructuring Agreement”).
The Restructuring Agreement, among other things,
modified certain provisions of the following securities of the Company:
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(i) |
Original Issue Discount Senior Convertible Debentures Issued on May 31, 2022 (the “May 2022 Debentures”); |
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(ii) |
Original Issue Discount Senior Convertible Debentures Issued on July 25, 2022 (the “July 2022 Debentures” and, together with the May 2022 Debentures, the “Debentures”); |
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(iii) |
Common Stock Purchase Warrants issued on February 28, 2022 (the “February 2022 Warrants”); |
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(iv) |
Common Stock Purchase Warrants issued on March 9, 2022 (the “March 2022 Warrants”); |
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(v) |
Series C Common Stock Purchase Warrants issued on May 31, 2022 (the “Series C Warrants”); |
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(vi) |
Series D Common Stock Purchase Warrants issued on May 31, 2022 (the “Series D Warrants”); |
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(vii) |
Series E Common Stock Purchase Warrants issued on July 25, 2022 (the “Series E Warrants”); |
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(viii) |
Series F Common Stock Purchase Warrants issued on July 25, 2022 (the “Series F Warrants” and, together with the February 2022 Warrants, the March 2022 Warrants, Series C Warrants, Series D Warrants and Series E Warrants, the “Restructured Warrants”); |
Pursuant to the Restructuring Agreement, the Company
and the Holders agreed to, among other things, to (i) reduce the conversion price of the Debentures down to $0.20, subject to adjustment
for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock; (ii) reduce
the exercise price of the Restructured Warrants down to $0.20, subject to adjustment for subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock; (iii) extend the maturity dates
for the Debentures to March 31, 2023; (iv) permit the Company’s contemplated rights offering to proceed, provided that the per share
offering price in the rights offering is not less than $0.20; and (v) require that the Company’s cash burn rate not exceed $600,000
per month; provided, however, that with the prior written consent of a majority in interest of the Holders, such permitted monthly burn
rate can be increased by $150,000, provided such additional amount is used for marketing purposes.
Additionally, in connection with the
Restructuring Agreement, (i) the Company entered into a Registration Rights Agreement (“Registration Rights Agreement”),
providing for the filing of a registration statement covering the Restructured Warrants and shares underlying the Warrants by not
later than 10 trading days after the date of the Registration Rights Agreement or the earliest practical date on which the Company
is permitted by Commission guidance to file such registration statement; (ii) the Company and its subsidiaries entered into a
Security Agreement (the “Security Agreement”), whereby the Company granted a first priority security interest in all of
their respective assets to the Holders and (iii) the subsidiaries of the Company delivered a guarantee (the “Guarantee”)
in favor of the Holders whereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company
pursuant to the Debentures.
Each of our directors and officers have entered into lock-up agreements
(the “Lock-up Agreements”) in favor of the Holders, whereby they have agreed not to offer, sell, agree to sell, directly or
indirectly, or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable for shares of Common
Stock without the prior written consent of the Holders for a period of 180 days after the date of the Restructuring Agreement. The Lock-up
Agreements provide limited exceptions and their restrictions may be waived at any time by the Holders.
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 Warrants, and 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 Warrants, the Registration Rights Agreement,
the Restructuring Agreement, the Security Agreement, the Guarantee, and Lock-up Agreement the forms of which are attached as Exhibits
10.1, 4.9, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.