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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):
March 8, 2024
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.) |
169 Madison Avenue, Suite 2774
New York, NY 10016
(Address of principal executive offices)
(201) 324-4397
(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 March 8, 2024, Creatd,
Inc., a Nevada corporation (the “Company”), issued a press release in which it announced the execution of a binding letter
of intent for an acquisition of TAMI Ventures, Inc. A copy of the Press Release is furnished hereto as Exhibit 99.1, incorporated herein
by reference.
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. 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://www.creatd.com/news/technology-fintech-leaders-creatd-and-tami-ventures-inc-plan-to-combine-forces-in-23-million-transaction
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.
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: March 8, 2024 |
By: |
/s/ Jeremy Frommer |
| |
Name: |
Jeremy Frommer |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Technology
& FinTech Leaders CREATD and TAMI Ventures Inc., Plan to Combine Forces in $23 Million Transaction
| ● | Privately-held TAMI Ventures will be acquired by Creatd,
Inc. (OTCQB:CRTD) |
| ● | TAMI Ventures is a diversified portfolio of assets concentrated
in the technology, advertising, media and information (TAMI) sectors. |
| ● | TAMI’s in-house built Proprietary Technology platform
and stack, focused on Social Media and Gaming Platform including Sport Betting, Fantasy, ESPORTS, Racing, Virtuals, Lottery, Casino Slots
and Table Games |
New York, March 8, 2024 — Creatd, Inc. (OTCQB:CRTD), a leading
innovator in digital technology and creator-centric platforms based in the United States, is excited to announce a strategic plan to acquire
TAMI Ventures Inc.
Creatd, Inc. and TAMI Ventures have entered into a binding Letter of
Intent (LOI) to solidify their commitment to the transaction. To further demonstrate their commitment and the seriousness of this transaction,
a breakup fee of $500,000 has been agreed upon. This fee will be payable by either party should they decide to withdraw from the agreement
under certain conditions.
Under the proposed all-prefered shares transaction, Creatd will welcome
TAMI Ventures as a wholly owned subsidiary, issuing 2 year restricted preferred shares to TAMI Ventures shareholders at an aggregate valuation
of $23 million, at a price per share to be determined prior to the close of the transaction. This way, common shareholders are protected
from dilution.
TAMI Ventures brings to the table an extensive portfolio of in-house
developed, proprietary technology platforms, including social media, sports betting, fantasy sports, eSports, racing, virtuals, lotteries,
casino slots, and table games.
Post-transaction, the combined entity will target the rapidly expanding
sports betting market, capitalizing on the sector’s significant growth, as evidenced by a record $119.84 billion wagered in the United
States in 2023, according to the American Gaming Association. This new expansion into the sports betting market, in conjunction with a
continued expansion of Vocal, a 100% owned social media technology platform subsidiary of Creatd, Inc., will enable great growth synergies
of the businesses. Leveraging the coexisting businesses above, Creatd will then launch an innovative gaming social media platform, designed
to empower digital influencers and content creators powered by a partnership with Vocal.
Timothy Alford, Executive Chairman of TAMI Ventures, highlighted the
transaction’s strategic benefits, stating, “This represents a monumental opportunity for both TAMI Ventures and Creatd to leverage
our combined technologies and expertise to capture significant market share in the sports gaming and social media sectors. As a publicly
traded entity, we look forward to providing enhanced liquidity, increased brand visibility, and the realization of our collective technological
advancements to our shareholders.”
Jeremy Frommer, CEO of Creatd, Inc., expressed enthusiasm for the transaction,
remarking, “Joining forces with TAMI Ventures and its talented team is a pivotal step in our journey to build a diversified portfolio
of leading-edge tech and media assets. This transaction lays the groundwork for significant growth. Equally important, it substantially
increases our net equity on the balance sheet, improving our uplist prospects to a national exchange.”
Further details regarding the transaction will be disclosed in an upcoming
Form 8-K filing with the U.S. Securities and Exchange Commission and will be made available on the investor relations section of Creatd’s
website following the execution of definitive agreements and the finalization of the transaction.
About Creatd, Inc.
Creatd, Inc. (OTCQB:CRTD) is a global leader in digital technology
and creator-centric platforms.
About TAMI Ventures Inc.
TAMI Ventures Inc. is a privately held portfolio company specializing
in technology, advertising, media, and information sectors.
Forward Looking Statements
This statement includes forward-looking statements, which are based
on current expectations, beliefs, and assumptions about future events and are subject to uncertainties and risks that could cause actual
results to differ materially. These statements often contain terms like “expected,” “anticipated,” and “estimated.”
Factors influencing future outcomes are unpredictable and may emerge over time. We do not commit to updating any forward-looking statement
post its publication date. Our SEC filings provide further details and risk disclosures.
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