Form 8-K - Current report

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): April 10, 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)

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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))

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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 April 10, 2024, Creatd, Inc., a Nevada corporation (the “Company”), issued a press release in which it announced Revenue Guidance and Updates on Upcoming Milestones (the “Press Release”). 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 Releasecan also be found online at:

https://www.creatd.com/news/creatd-inc-announces-revenue-guidance-and-updates-upcoming-milestones

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		Press Release issued April 10, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 11, 2024	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer

Exhibit 99.1

Creatd, Inc. Announces Revenue Guidance and Updates on Upcoming Milestones

April 10, 2024

Creatd announces revenue guidance of $2M for Fiscal Year 2023, with expectations for significant growth in FY2024, subject to its upcoming strategic plan

Creatd’s core operational business is nearly cash flow positive

Creatd has extended the deadline for finalizing the TAMI Ventures/Bettaverse definitive agreements to 4/23/2024

The release of Creatd's 10-K is expected mid-May 2024 to be promptly filed by Q1 2024 financial filings, reflecting the extensive work and audit efforts that are been undertaken to strengthen the company's balance sheet and position it for future acquisitions and eliminate all discontinued operations

Following the 10-K release, Creatd will promptly proceed with the release of the OG Collection, Inc. audit

As part of its ongoing M&A strategy, Creatd is actively engaged in several acquisition-oriented discussions and will keep the market updated

The company is currently interviewing underwriters in preparation for its potential uplisting to a national exchange later this year

Creatd, Inc. (OTCQB: $CRTD) is pleased to provide several important updates regarding its strategic plans, financial reporting, and ongoing merger and acquisition activities.

‍Financial highlights include:

The Company significantly reduced its cost of revenue to $1 million from $6 million in the previous year, achieving an 83% decrease.

Creatd successfully decreased its operating expenses 63% to $8.6 million, down from $23.5 million in 2022, after adjusting for stock-based compensation.

The Company experienced a historic improvement in gross margins, turning positive to $900K in 2023 from a negative $1.3 million in 2022.

The net cash used in operating activities was significantly reduced to $3.4 million in 2023, marking a 131% decrease from $16.6 million in 2022.

Chairman and CEO Jeremy Frommer shared insights, stating, "First and foremost, I want to apologize for the delayed financial filings. Unfortunately, our ambitious timeline outweighs available resources and it is important to meticulously prepare prior to any attempt at an uplisting to a national exchange. We anticipate the release of our 10-K report in mid-May 2024, promptly followed by Q1 financial filings. The necessary delay is a direct result of our in-depth audit process, aimed at fortifying Creatd's balance sheet. This step underscores our dedication to transparency and maintaining a robust financial foundation. Despite the challenges presented by the current economic climate, I am extremely encouraged by our performance and the resilience we have demonstrated."

Frommer added, "Looking ahead, our focus will pivot to strategic acquisitions, enhancing net equity, bolstering our cash reserves, and achieving what I have said before uplisting to a national exchange. These initiatives are critical for our continued success in the upcoming year. I extend my deepest gratitude to our investors for their steadfast support. We eagerly anticipate discussing our progress and outlook in a forthcoming conference call later this month."

About Creatd, Inc.

Creatd, Inc. is a publicly traded digital holding company renowned for its commitment to innovation, transparency, and growth. Central to its operations is the flagship platform, Vocal—a pioneering social media and publishing platform designed to amplify user engagement and monetization.

Forward Looking Statements

Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "intends," "plans," "believes" and "projects") may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings.

Cover	Apr. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 10, 2024
Entity File Number	001-39500
Entity Registrant Name	Creatd, Inc.
Entity Central Index Key	0001357671
Entity Tax Identification Number	87-0645394
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	169 Madison Avenue
Entity Address, Address Line Two	Suite 2774
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	(201)
Local Phone Number	324-4397
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false