As filed with the Securities and Exchange Commission on November 23, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
7819 | 87-0645394 | |||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
419 Lafayette Street
6th Floor
New York, NY 10003
(201) 258-3770
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Jeremy Frommer
Chief Executive Officer
419 Lafayette Street, 6th Floor
New York, NY 10003
Telephone: (201) 258-3770
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Joseph M. Lucosky, Esq.
Scott E. Linsky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Iselin, NJ 08830
(732) 395-4400
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller
reporting company | |
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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 23, 2022
PRELIMINARY PROSPECTUS
9,000,000 Shares of Common Stock
Coventry Enterprises, LLC (“Coventry”) (the selling shareholder identified in this prospectus) may offer up to 9,000,000 shares of the Company’s common stock, par value $0.001, to be issued to Coventry in connection with the October 20, 2022 Common Stock Purchase Agreement (the “Investment Agreement”) as follows: (a) up to 8,200,000 Common Shares to be issued to Coventry pursuant to put notices pursuant to the Investment Agreement; and (b) 800,000 shares issued to Coventry as a commitment fee in connection with the Investment Agreement (the “Commitment Fee Shares”).
If issued presently, the 9,000,000 shares of common stock registered for resale by Coventry would represent approximately 30.2% of our issued and outstanding shares of as of November 22, 2022. Additionally, as of November 22, 2022, the 9,000,000 shares of common stock registered for resale herein would represent approximately 31.2% of the Company’s public float.
Coventry is the Selling Shareholder and is deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Act”) and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or equivalent expenses and expenses of legal counsel applicable to the sale of the shares.
Coventry may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how Coventry may sell the shares of common stock being registered pursuant to this prospectus.
The prices at which the Selling Shareholder may sell the shares of Common Shares in this Offering will be determined by the prevailing market prices for the shares of Common Shares or in negotiated transactions.
Our common stock is quoted on the OTCQB Marketplace operated by OTC Markets Group Inc. (“OTCQB”) under the symbol “CRTD.” On November 22, 2022, the last reported sale price of our common stock on OTCQB was $1.39 per share.
Prior to this offering, there has been a very limited market for our securities. While our common stock is quoted on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.
Investing in our securities involves risks. See “Risk Factors” beginning on page 13 of this prospectus. We and our board of directors are not making any recommendation regarding the exercise of your rights.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 23, 2022.
TABLE OF CONTENTS
i
Unless the context requires otherwise, references in this prospectus to “Creatd,” “our company,” “we,” “our” “us” and similar terms refer to Creatd, Inc., a Nevada corporation, and its subsidiaries, unless the context otherwise requires.
ii
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus. Because the following is only a summary, it does not contain all of the information you should consider before investing in our securities. Before making an investment decision, you should carefully read all of the information contained in this prospectus, including the risks described under “Risk Factors” and our consolidated financial statements and the related notes from our 2021 Annual Report and most recent Form 10-Q, before making an investment decision.
Overview
Creatd, Inc. provides economic opportunities to creators and brands by multiplying the impact of platforms, technology, and people.
The Company has four main revenue lines, all directly related to its flagship technology platform, Vocal. The business lines complement one another, creating a flywheel effect. Working together, they provide shared data and resources to holistically leverage and organically grow the Company. Revenues are generated from creator subscriptions, consumer product sales, branded content, and IP development.
Creator-Centric Strategy
Creatd’s north star metric is to empower creators by providing best-in-class tools, supportive communities, and opportunities for monetization and audience expansion. This creator-first approach is the foundation of our culture and mission.
Creator Subscriptions
Creatd’s most scalable stream of revenues are derived from its flagship technology platform, Vocal.
Vocal was built to serve as a home base for creators. This robust, proprietary technology platform provides digital tools and resources, safe and curated communities, and monetization opportunities that enable creators to find a receptive audience and be rewarded for their content. Creators of all types call Vocal their home, from bloggers to social media influencers, to podcasters, founders, musicians, photographers, and more.
Since its initial launch in 2016, Vocal has grown to over 1.5 million registered creators and is one of the premier technology platforms for content creators of all shapes and sizes. Creators can opt to use Vocal for free, or upgrade to the premium membership tier, Vocal+. Upon joining Vocal, either as a freemium or premium member, creators can immediately begin to utilize Vocal’s storytelling tools to create and publish their stories, as well as benefit from Vocal’s monetization features. Creatd facilitates creators’ monetization on Vocal in many ways, including i) rewarding creators for each ‘read’ their story receives; ii) via Vocal Challenges, or writing contests through which creators can win cash and other rewards; iii) by awarding Bonuses; iv) by connecting creators with brands for opportunities to collaborate on Vocal for Brands branded content campaigns; v) through ‘Subscribe,’ which enables creators to receive payment directly from their audience via monthly subscriptions and one-off microtransactions; vi) via Vocal’s Ambassador Program, which enables creators to receive additional rewards whenever they refer a new Vocal+ member. The Vocal app is available for both iOS and Android on the Apple App store and the Google Play store.
Vocal’s proprietary technology is built on Keystone, the same underlying open-source framework used by industry leaders in the software as a service (SaaS) space. Some of the differentiating elements of Vocal’s technology are speed, sustainability, and scalability. The Company continues to invest heavily in research and development to continuously improve and innovate its platform, with the goal of optimizing the user experience for creators, brands and their audiences. Additionally, the Vocal platform and its underlying technology maintain an advantageous capital-light infrastructure. By using cloud service providers and data segment specialists, we are able to focus on building the platform, community, and revenue rather than building and maintaining the costly internal infrastructures that have materially affected so many legacy media platforms.
Vocal’s technology has been specifically designed to significantly scale without a material corresponding increase in operational costs. While our users can embed rich media, such as video, audio, and product links, into their Vocal stories, the rich media content is hosted elsewhere (such as YouTube, Instagram, Vimeo, Shopify, and Spotify). The Vocal platform can accommodate content of all kinds without bearing the financial or operational costs associated with hosting the media itself. Creatd maintains a number of partnerships and initiatives with the primary content distribution and hosting platforms. In addition to the benefits this framework affords to the Company, it provides the additional benefit to our content creators, in that a creator can increase their monetization; for example, a creator can embed their YouTube video into a Vocal story and thus derive earnings from both platforms when their video is viewed.
1
Consumer Products Group
Creatd’s portfolio of internally owned and operated e-commerce businesses and associated technology and infrastructure make up the majority of the company’s second most scalable revenue line. The Company supports founders by providing a host of services including design and development, marketing and distribution, and go-to-market strategies. The Company expects to broaden its portfolio through the acquisition of up and coming brands that are aligned and easily consolidated into its shared supply chain, resources, and infrastructure.
This portfolio includes:
● | Camp, a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. Each of Camp’s products are created with servings of vegetables and contain Vitamins A, C, D, E, B1 + B6. Since its launch in 2020, Camp continues to add new products to its line of healthy, veggie-based, family-friendly foods, with flavors including Classic Cheddar Mac ‘N’ Cheese, White Cheddar Mac ‘N’ Cheese, Vegan Cheezy Mac, and Twist Veggie Pasta. |
● | Dune Glow Remedy (“Dune”), which the Company purchased and brought to market in 2021, is a beverage brand focused on promoting wellness and beauty from within. Each beverage in Dune’s product line is meticulously crafted with functional ingredients that nourish skin from the inside out and enhance one’s natural glow. During 2022, Dune has continued to advance its retail and wholesale distribution strategy, securing numerous partnerships including with lifestyle retailer Urban Outfitters, Equinox, and the Los Angeles-based Erewhon Market. |
● | Basis, a hydrating electrolyte drink mix formulated using rehydration therapies developed by the World Health Organization. Acquired by the Company in first quarter 2022, Basis has a history of strong sales volume both on the brand’s website as well as through third-party distribution channels such as Amazon. |
● | Brave, a plant-based food company that provides convenient and healthy breakfast food products. On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company (“Brave”). What started as a search for a better morning routine evolved into a business serving thousands of go-getters of every type. |
Branded Content
The branded content revenue line is driven primarily by its Vocal for Brands offering, the Company’s internal content studio. The business line works with premier brands developing best-in-class organic marketing campaigns. In addition to content creation, the Company generates revenues from its influencer and performance marketing agency opportunities.
Brands have a story to tell. They leverage Vocal’s creator communities to help them tell it. Vocal for Brands’ content marketing studio specializes in pairing leading brands with Vocal creators, as well as discovering new talent and introducing them to the Vocal platform. The branded content business produces marketing campaigns on the platform that are non-interruptive, engaging, and direct-response driven. Additionally, brands can opt to collaborate with Vocal on sponsored Challenges, prompting the creation of thousands of high-quality stories that are centered around the brand’s mission and further disseminated through creators’ respective social channels and promotional outlets. Vocal for Brands campaigns leverage Vocal’s first-party audience insights, which enables the creation of highly targeted, segmented audiences and optimized campaign results.
IP Development and Production
Creatd’s fourth revenue stream is driven by partnering with its top creators to produce stories for TV, film, podcasts, and print. The Vocal platform is perpetually generating intellectual property sourced and curated by a combination of human let moderation and machine learning models. With millions of compelling stories in its midst, Creatd’s Vocal technology surfaces the best candidates for transmedia adaptations, through a deep analysis of community, creator, and audience insights.
In 2022, Creatd announced a series of newly released and upcoming production projects, including:
● | “Write Here, Write Now,” the Company’s first-ever podcast showcasing select Vocal creators and stories; a partnership with UK-based publisher, Unbound, for the publication of books featuring stories sourced from Vocal; the formation of a new graphic novel development arm which in Fall 2022 will release its first title, Steam Wars, created by artist and independent filmmaker Larry Blamire. |
● | OG Gallery: The OG Collection is an extensive library of original artwork and imagery from the archives of some of the most iconic magazines of the 20th century. OG Gallery is an exploratory initiative aimed at identifying opportunities to propel the OG Collection into a new technological sphere: the NFT marketplace. |
2
Application of First-Party Data
Creatd’s shared business intelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical data harnessed from the Vocal technology platform. The team’s ability to apply its proprietary first-party data works to reduce acquisition costs for new creators and to help provide brands with conversions and an ideal targeted audience. In this way, our ability to apply first-party data is one of the value-drivers for the Company across its four business pillars. The internal teams work across the Company’s portfolio of technology product and service revenue lines.
Creatd uses its first party data to improve the Vocal platform. Specifically, data helps understand the behaviors and attributes that are common among the creators, brands, and audiences within the platform’s ecosystem. Pairing first-party Vocal data with third-party data from distribution platforms such as Instagram, Tiktok, Twitter, and Snapchat provide a more granular profile of creators, brands, and audiences. It is through generating this valuable first-party data that the Company can continually enrich and refine its targeting capabilities for branded content marketing and creator acquisition, and specifically, to reduce creator acquisition costs (CAC) and subscriber acquisition costs (SAC).
Competitive Advantage
The idea for Vocal came as a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its operational infrastructures. The depreciating value of digital media business models built on legacy technology platforms that did not efficiently access and apply data, created a unique opportunity for the development of a new type of creator-centric platform. Key to building a platform that could appeal to a global community was utilizing that data to create a win-win proposition for all constituents including creators, audiences and the brands that want to access them. The proprietary nature of Creatd’s technology and its process give the company a competitive advantage in acquiring undervalued technology assets that can be rapidly assimilated into the greater collective, thus exponentially driving future EBITDA.
Creatd’s founders built the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficiencies could create a sustainable and defensible business model. Vocal was strategically developed to provide value for content creators, readers, and brands, and to serve as a home for the ever-increasing amount of digital content being produced and the libraries of digital assets lying dormant.
Acquisition Strategy
Creatd’s hybrid finance and design culture is key to its acquisition strategy. Acquisition targets are companies that meet a set of opportunistic or financial standards or that are part of specific digital environments. Transactions are mainly accretive and targets can seamlessly integrate into Creatd’s existing revenue lines. Creatd will continue to make strategic acquisitions when presented with opportunities that are in the interest of long term shareholder value.
Recent Developments
Appointment of Erica Wagner to Board; Resignation of Joanna Bloor
On November 16, 2022, Erica Wagner was appointed to the Company’s Board of Directors. Ms. Wagner, age 55, joins the Board with over 25 years of experience as a journalist, broadcaster, editor and author. From 2016 through 2021, Ms. Wagner was a Lecturer, and later Senior Lecturer, at Goldsmith’s College, University of London, where she taught creative writing. Ms. Wagner was previously Lead Editorial Innovator for Creatd, Inc., has previously and currently held roles as a freelance editor, journalist, and contributing writer for numerous outlets both in the U.K. and the U.S., including The New Statesman, Harper’s Bazaar, the Economist, the Observer, the New York Times. Ms. Wagner is also a freelance literary and creative consultant for Chanel, as well as the host of their branded podcast. She has twice been a judge of the Booker Prize and has been judge and Chair of the Goldsmiths Prize. In 2015, Ms. Wagner was awarded an Honorary PhD by the University of East Anglia, and currently Goldsmith’s College Distinguished Writers’ Centre Fellow. She has an undergraduate degree from University of Cambridge, a Master’s degree from University of East Anglia, and an Honorary PhD from the University of East Anglia. As a member of Creatd’s board of directors, Ms. Wagner will add significant expertise with respect to informing the Company’s literary and creative direction, having worked closely with news organizations, commercial companies and publishers, to advise their creative direction and its application towards commercial success.
On November 17, 2022, the Board received notice from Joanna Bloor of her resignation as a director and from all committees of the Board on which she served, effective as of such date. Such resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
3
Appointment of Peter Majar to the Board; Resignation of Lorraine Hendrickson
On November 2, 2022, the Board appointed Peter Majar to the Board. Mr. Majar, age 55, Founder and Managing Member of Majar Advisors, combines over 25 years of experience in investment banking, financial services and technology, and management consulting, having held numerous senior management and executive positions including Chief Financial Officer, Head of Financial Technology, Head of Strategy, as well as several Managing Director positions. From 2015 to 2017, Mr. Majar served as Managing Director in Investment Banking and co-Head of Diversified Financial Services at Piper Jaffray & Co. (now Piper Sandler Companies). From 2017 to 2018, Mr. Majar provided management consulting services through his self-established firm, Majar Advisors LLC, which remains in operation through the present. From 2018 to 2021, Mr. Majar served as Managing Director, Head of Financial Technology at New York-based investment banking and financial advisory firm, TAP Advisors, LLC. Between 2021 and 2022, Mr. Majar served as Chief Financial Officer at information technology company Hoyos Integrity Corp., having previously served as a longtime advisor to the firm. Mr. Majar holds an undergraduate degree from University of Washington and an MBA from Columbia University. As a board director, Mr. Majar will add considerable value, including through his comprehensive and diverse investment management experience, deep knowledge of financial technology services and transactions, and broad experience with corporate development, strategy consulting, and executive leadership.
On November 1, 2022, the Board received notice from Lorraine Hendrickson of her resignation as a director and from all committees of the Board on which she served, effective as of such date. Ms. Hendrickson’s resignation as a member of the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Nasdaq Delisting
On September 2, 2022, the Company received a letter from the staff of The Nasdaq Capital Market notifying the Company that the Nasdaq Hearings Panel has determined to delist the Company’s common stock from the Exchange, based on the Company’s failure to comply with the listing requirements of Nasdaq Rule 5550(b)(1) as a result of the Company’s shareholder equity deficit for the period ended June 30, 2022, as demonstrated in Company’s Quarterly Report on Form 10-Q filed on August 15, 2022, following the Company having not complied with the market value of listed securities requirement in Nasdaq Rule 5550(b)(2) on March 1, 2022, while the Company was under a Panel Monitor, as had been previously disclosed. Suspension of trading in the Company’s shares on the Exchange became effective at the opening of business on September 7, 2022, at which time the Company’s common stock, under the symbol “CRTD,” and publicly-traded warrants, under the symbol “CRTDW,” was quoted on the OTCPink marketplace operated by OTC Markets Group Inc.
Following passage of the proscribed 15-day time period for appeal as stated in the Letter, on October 26, 2022, Nasdaq completed the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission.
The Company’s common stock, under the symbol “CRTD,” is quoted on the OTCQB marketplace operated by OTC Markets Group Inc. effective as of September 26, 2022. The Company’s publicly-traded warrants, under the symbol “CRTDW,” are quoted on the OTCPink marketplace operated by OTC Markets Group Inc.
Securities Purchase Agreement; Side Letter
On October 24, 2022, the Company entered into and closed securities purchase agreement (the “Purchase Agreement”) with one accredited investor (the “Investor”), whereby the Investor purchased from the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650 (the “Debenture”). The Company and the Investor also entered into a registration rights agreement (each, a “Registration Rights Agreement”) pursuant to the Purchase Agreement.
The Debenture has an original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, 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 $0.20 per share, subject to adjustment upon certain events.
4
In connection with its entry into the Purchase Agreement and issuance of the Debenture, the Company also entered into a side letter agreement (the “Letter Agreement”) with the holders of debentures of the Company, the Series C Warrants and Series D Warrants issued as of May 31, 2022 (the “May Investors”) and the holders of debentures of the Company, the Series E Warrants and Series F Warrants issued as of July 25, 2022 (the “July Investors”). Pursuant to the Letter Agreement each of the May Investors and the July Investors have entered into a lock-up agreement whereby they may not sell any such debentures, warrants, the shares into which such debentures may be converted, or certain shares underlying such warrants until the date that is 30 days after the date on which the registration statement registering for resale the shares of the Company’s common stock underlying the Debenture is declared effective by the Securities and Exchange Commission. Additionally, the Letter Agreement, provides that the May Investors and July Investors have agreed to a further lock up of such shares for a further 30 days upon the receipt of a certain amount of the proceeds from future potential issuances of debentures, common stock or similar securities by the Company. Further additionally, pursuant to the Letter Agreement, the May Investors and the July Investors have agreed to exchange and return for cancellation the Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants, receiving replacement warrants from the Company (the “Replacement Warrants”), in consideration for (i) the Company’s payment of $750,000 of the proceeds from the sale of the Debenture to the May Investors and July Investors on a pro rata basis and (ii) the Company’s agreement to pay, on a pro rata basis to the May Investors and July Investors, the greater of (x) $750,000 and (y) 50% of the gross proceeds raised in a subsequent financing. The Replacement Warrants reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant.
Common Stock Purchase Agreement, Securities Purchase Agreement and Promissory Note
On October 20, 2022, the Company entered into a Common Stock Purchase Agreement (the “Investment Agreement”) with Coventry (the “Investor”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing on the trading day immediately following date of effectiveness of the Registration Statement (as defined below), the Investor shall purchase up to $15,000,000 of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to Drawdown Notices (as defined below), covering the Registrable Securities (as defined below). The purchase price of the Shares under the Investment Agreement is equal to 82% of the lowest volume weighted average price (VWAP) during the last ten trading days prior to the date the Company delivers to the Investor a Put notice (a “Drawdown Notice”) in writing requiring Investor to purchase shares of the Company, subject to the terms of the Investment Agreement.
On October 20, 2022, the Company also entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investor, pursuant to which the Company issued to the Investor on that date a Promissory Note (the “Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, which the Investor funded on October 20,2022. The proceeds of the Note will be used by the Company for general working capital purposes.
The Note bears interest at the rate of 10% per annum. Starting on the fifth month anniversary of the funding of the Note, and for the next six months thereafter, the Company will make seven equal monthly payments of $47,142.85 to the Investor.
On October 20, 2022, in connection with the entry by the Company and the Investor into the economic agreements, (i.e., the Investment Agreement, the Purchase Agreement, and the Note and the funding thereof), the Company issued 800,000 shares of its common stock to the Investor.
Securities Purchase Agreement
On September 15, 2022, Creatd, Inc., 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 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.
5
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 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 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:
(i) | Original Issue Discount Senior Convertible Debentures issued on May 31, 2022 (the “May 2022 Debentures”); |
(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”); |
(iii) | Common Stock Purchase Warrants issued on February 28, 2022 (the “February 2022 Warrants”); |
(iv) | Common Stock Purchase Warrants issued on March 9, 2022 (the “March 2022 Warrants”); |
(v) | Series C Common Stock Purchase Warrants issued on May 31, 2022 (the “Series C Warrants”); |
(vi) | Series D Common Stock Purchase Warrants issued on May 31, 2022 (the “Series D Warrants”); |
(vii) | Series E Common Stock Purchase Warrants issued on July 25, 2022 (the “Series E Warrants”); |
(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.
6
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.
Resignation of Brad Justus
On September 21, 2022, the Board of Directors of Creatd, Inc. received notice from Brad Justus of his resignation as a member of the Board, chair of the Nominating & Corporate Governance Committee, a member of the Audit Committee and a member of the Compensation Committee, with such resignation to become effective on September 30, 2022. Such resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Resignation of Chief Executive Officer and Director
On August 9, 2022, Laurie Weisberg, the Company’s Chief Executive Officer and a member of the Board, notified the Company of her intention to resign from the positions of Chief Executive Officer, director, and any other positions held with the Company or any of its subsidiaries, regardless of whether Ms. Weisberg had been appointed. Such resignations are to become effective on a date to be determined following further discussion with the Board, but in no event later than August 31, 2022. On September 2, 2022, the Company entered into an Executive Separation Agreement with Laurie Weisberg the Company’s Chief Executive Officer and member of the Board of Directors setting forth the terms and conditions related to the Executive’s resignation for good reason as Chief Executive Officer, Director and any other positions held with the Company or any subsidiary.
Appointment of Director
Effective upon Ms. Weisberg’s resignation as a director, Justin Maury, currently the Company’s President and Chief Operating Officer, will be appointed to the Board, pursuant to the Board’s approval.
7
Justin Maury
Mr. Maury has served as our President since January 2019 and was appointed Chief Operating Officer in August 2021. A full-stack designer and product developer by training, Mr. Maury partnered with Jeremy Frommer and founded the Company in 2013, having brought with him 10 years of experience in the creative industry. Since joining Creatd in 2013, Mr. Maury has been an instrumental force in the Company’s business and revenue expansion, and has overseen the Company’s product development since inception, including overseeing the design, development, launch, and ongoing growth of the Company’s flagship product, Vocal, the innovative creator that, under Mr. Maury’s leadership, has grown to a community of over 1.5 million users with a total audience reach of over 175 million.
As a director, we believe Mr. Maury will add considerable value, including through by providing a unique perspective into Creatd’s product performance and evolution and by providing invaluable direct input to help guide the Company’s ongoing refinement of its technology roadmap and maturation of its business model.
Trigger of Price Reset
On July 29, 2022, the Company announced that it was not moving forward with its previously announced Rights Offering. In doing so, it triggered a price reset in the July 2022 Financing and the May 2022 Securities Purchase Agreement. As a result of this price reset, the May 2022 Securities Purchase Agreement debentures now have a conversion price of $1.00, and both the Series C and Series D warrants have exercise prices of $0.96. As a result of the price reset, the July 2022 Financing debentures now have a conversion price of $1.25, and both the Series E and Series F warrants have exercise prices of $1.01.
July 2022 Financing
On July 25, 2022 (the “Effective Date”), 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 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.
8
May 2022 Securities Purchase Agreement
On May 31, 2022, the Company entered into and closed securities purchase agreements (each, a “Purchase Agreement”) with eight accredited investors (the “Investors”), whereby the Investors purchased from the Company for an aggregate of $3,600,036 in subscription amount (i) debentures in the principal amount of $4,000,000 (the “Debentures”); (ii) 2,000,000 Series C Common Stock Purchase Warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Series C Warrants”); and (iii) 2,000,000 Series D Common Stock Purchase Warrants to purchase shares of Common Stock (the “Series D Warrants”, and collectively with the Series C 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 term of six months with 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 $1.00.
The Warrants are exercisable for a term of five years from the initial exercise date of November 30, 2022, until November 30, 2027. The Series C 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 $0.96. The Series D 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 $0.96. 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 C Warrants and the Series D Warrants are to be registered within 90 days of the Effective Date.
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.
The Debentures, Warrants, Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registration for private placements based in part on the representations made by Investors, including representations with respect to each Investor’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor’s investment intent.
Our Corporate History
Creatd, Inc., formerly Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Creatd”), is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Creatd’s content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.
The Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. (“GTPH”) as part of its plan to diversify its business.
9
On February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares of GTPH’s common stock. In connection therewith, GTPH acquired 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”).
In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 13,030 shares of GTPH’s Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.
Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick.
Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.
On September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”), a digital e-commerce agency.
On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective on September 10, 2020.
On June 4, 2021, the Company acquired 89% of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant Camp”), which the Company subsequently rebranded as Camp. Plant Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. The results of Plant Camp’s operations have bene included since the date of acquisition in the Statements of Operations.
On July 20, 2021, the Company acquired 44% of the membership interests of WHE Agency, Inc. WHE Agency, Inc, is a talent management and public relations agency based in New York. WHE Agency, Inc, has been consolidated due to the Company’s ownership of 55% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.
Between October 21, 2020, and August 16, 2021, the Company acquired 21% of the membership interests of Dune, Inc. Dune, Inc. is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages.
On October 3, 2021, the Company acquired 29% of the membership interests of Dune, Inc. bring our total membership interests to 50%. Dune, Inc. is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages. Dune, Inc, has been consolidated due to the Company’s ownership of 50% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.
On March 7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability company (“Basis”). Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations.
On August 1, 2022 the Company entered into a Membership Interest Purchase (the “Agreement”) with Zachary Shenkman, Wuseok Jung, Wesley Petry, Nicholas Scibilia, Gary Rettig, Brandon Fallin (collectively the “Sellers”), whereby the Company purchased a majority stake in Orbit Media LLC, a New York limited liability company whose product is an app-based stock trading platform designed to empower a new generation of investors, providing users with a like-minded community as well as access to tools, content, and other resources to learn, train, and excel in the financial markets. Pursuant to the Agreement, Creatd acquired fifty one percent (51%) of the issued and outstanding membership interests of Orbit Media LLC for consideration of forty-four thousand dollars ($44,000) in cash and 57,576 shares of the Company’s Common Stock.
On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company. Brave is a plant-based food company that provides convenient and healthy breakfast food products. Brave Foods, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations.
10
SUMMARY OF THE OFFERING
Issuer | Creatd, Inc. | |
Shares of Common Stock offered by us | None | |
Shares of Common Stock offered by the Selling Shareholder |
8,200,000 shares of common stock that we may issue to Coventry pursuant to put notices under the Investment Agreement
800,000 shares of common stock issued to Coventry as commitment fee | |
Shares of Common Stock outstanding before the Offering | 29,768,242 shares (1) | |
Shares of Common Stock outstanding after completion of this offering, assuming the sale of all shares offered hereby | 38,768,242 shares (1) | |
Offering Price | The Selling Shareholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. | |
Use of proceeds | We will not receive any proceeds from the resale of the common stock by the Selling Shareholder. However, we will receive cash proceeds from sales pursuant to Put Notices we issue to Coventry with respect to up to 8,200,000 shares being registered on behalf of the Selling Shareholder. | |
Market for Common Stock | Our common stock is quoted on OTCQB under the symbol “CRTD.” | |
Risk Factors | Investing in our securities involves a high degree of risk. See the “Risk Factors” section of this prospectus on page 13 and in the documents we incorporate by reference in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our securities. |
(1) | The number of shares of Common Stock outstanding before and after the Offering is based on 29,768,242 shares outstanding as of November 22, 2022 and excludes the following: |
● | 4,408,267 shares of Common Stock issuable upon the exercise of outstanding stock options having a weighted average exercise price of $3.93 per share; |
● | 16,046,464 shares of common stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $1.98 per share; |
● | 30,833,250 shares of common stock issuable upon the conversion of convertible promissory notes having a conversion price of $0.20 per share. |
● | 990,000 shares of common stock issuable upon the conversion of convertible promissory notes having a conversion price of $1.00 per share. |
● | 119,114 shares of common stock issuable upon the conversion of convertible promissory notes having a conversion price of $0.70 per share. |
● | 169,182 shares of common stock issuable upon the conversion of convertible promissory notes having a conversion price of $0.62 per share. |
There is no assurance the market price of our common stock will increase in the future. Dependent upon the share price, the number of common shares that remain issuable may be insufficient to allow us to access the full amount contemplated under the Investment Agreement. If the bid/ask spread remains the same, we will be unable to place puts for the full commitment under the Investment Agreement. Based on the closing trading price of our common stock on November 22, 2022 of $1.39, the registration statement covers the offer and possible sale of 9,000,000 shares to Coventry, which includes the 800,000 Common Stock Commitment Fee Shares we issued to Coventry on October 20, 2022.
11
We are not entitled to deliver a Put Notice and Coventry is not obligated to purchase any Put Shares at a Closing unless all of the following conditions are met:
1. | The representations and warranties of the Company shall be true and correct in all material respects as of the date of the Investment Agreement and as of the date of each Closing as though made at each such time. |
2. | Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred. |
3. | The Company shall have no knowledge of an event it reasonably deems more likely than not to have the effect of causing the Registration Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Business Days following the Business Day on which such Drawdown Notice is deemed delivered). |
4. | Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing. |
5. | The Company shall not issue any Drawdown Notice Shares, and the Investor shall not have the right to receive any Drawdown Notice Shares, if the issuance of such Drawdown Notice Shares would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”). |
6. | The issuance of the Drawdown Notice Shares shall not violate the shareholder approval requirements of the Principal Market. |
Neither Coventry nor any of its affiliates are permitted to execute any short sales involving our common stock, during the period commencing on the Execution Date of the Investment Agreement, October 20, 2022, and continuing through the end of the Commitment Period; however, sales of our common stock by Coventry after delivery of a put notice of such number of shares reasonably expected to be purchased by Coventry under a put will not be deemed short sales.
As we put on the equity line pursuant to the Investment Agreement, shares of our common stock will be sold into the market by Coventry. The sale of these shares could cause our stock price to decline. If our stock price declines and we issue more puts, more shares will come into the market, which could cause a further decline in our stock price. We determine when and whether to issue a put to Coventry, so we will know precisely both the stock price used as the reference point, and the number of shares issuable to Coventry upon such exercise. You should be aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued under the Investment Agreement. We have no obligation to utilize the full amount available under the Investment Agreement and all determinations regarding the execution of a put provision remains solely in the discretion of our company.
We paid to Coventry for entering into certain economic agreements a commitment fee of 800,000 shares equal to $402,400 calculated using a per share closing price of $0.5030 as of October 20, 2022, the effective date of the Investment Agreement.
The Investment Agreement also provides for indemnification of Coventry and its affiliates from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to a breach by us of any of our representations and warranties under the Investment Agreement, subject to certain limitations.
At an assumed purchase price of $1.1398 (equal to 82% of the closing price of our common stock of $1.39 on November 18, 2022, and assuming the sale by us to Coventry of all of the 9,000,000 Shares, or approximately 30.2% of our issued and outstanding common stock, and including the issuance of such shares to be purchased and Commitment Fee Shares to be issued, being registered hereunder pursuant to put notices under the Investment Agreement, we would receive only approximately $10.3 million in gross proceeds. Furthermore, we may ultimately receive substantially less than $15 million in gross proceeds from the financing due to our share price, discount to market and other factors relating to our common stock. If we elect to issue and sell more than the 8,200,000 Shares offered under this prospectus to Coventry pursuant to put notices, which we have the right, but not the obligation to do, we must first register for resale under the Securities Act any such additional shares, which could cause additional dilution to our stockholders. Based on the above assumptions, we would be required to register an additional approximately 4,123,530 shares of our common stock to obtain the balance of approximately $4.7 million of the total commitment that would be available to us under the Investment Agreement. We currently have authorized and available for issuance of 100,000,000 shares of our common stock pursuant to our charter.
12
RISK FACTORS
Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information contained in this prospectus, before making an investment decision with respect to our securities. The occurrence of any of the following risks or those incorporated by reference, or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, results of operations or cash flows. In any such case, the trading price of common stock and the trading price of Series A warrants, if any, could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below and those incorporated by reference.
Risks Related to our Business
The Company is a development stage business and subject to the many risks associated with new businesses.
Our current line of business has a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development and expansion of a new business enterprise. We have incurred losses and may continue to operate at a net loss for at least the next several years as we execute our business plan. We had a net loss of approximately $37.0 million for the year ended December 31, 2021, and a working capital deficit and accumulated deficit of approximately $0.9 million and approximately $109.6 million, respectively.
Our financial situation creates doubt whether we will continue as a going concern.
There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital and no assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.
Based on the report from our independent auditors dated April 6, 2022, management stated that our financial statements for the year ended December 31, 2021, were prepared assuming substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
We are not profitable and may never be profitable.
Since inception through the present, we have been dependent on raising capital to support our working capital needs. During this same period, we have recorded net accumulated losses and are yet to achieve profitability. Our ability to achieve profitability depends upon many factors, including our ability to develop and commercialize our websites. There can be no assurance that we will ever achieve any significant revenues or profitable operations.
Our operating expenses exceed our revenues and will likely continue to do so for the foreseeable future.
We are in an early stage of our development and we have not generated sufficient revenues to offset our operating expenses. Our operating expenses will likely continue to exceed our operating income for the foreseeable future, until such time as we are able to monetize our brands and generate substantial revenues, particularly as we undertake payment of the increased costs of operating as a public company.
13
We have assumed a significant amount of debt and our operations may not be able to generate sufficient cash flows to meet our debt obligations, which could reduce our financial flexibility and adversely impact our operations.
Currently the Company has considerable obligations under notes, related party notes and lines of credit outstanding with various lenders. Our ability to make payments on such indebtedness will depend on our ability to generate cash flow. The Company may not generate sufficient cash flow from operations to enable us to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements. Such indebtedness could affect our operations in several ways, including the following:
● | a significant portion of our cash flows could be required to be used to service such indebtedness; | |
● | a high level of debt could increase our vulnerability to general adverse economic and industry conditions; | |
● | any covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments; | |
● | a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and | |
● | debt covenants to which we may agree may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry. |
A high level of indebtedness increases the risk that we may default on our debt obligations. We may not be able to generate sufficient cash flows to pay the principal or interest on our debt. If we cannot service or refinance our indebtedness, we may have to take actions such as selling significant assets, seeking additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying capital expenditures, any of which could have a material adverse effect on our operations and financial condition. If we do not have sufficient funds and are otherwise unable to arrange financing, our assets may be foreclosed upon which could have a material adverse effect on our business, financial condition and results of operations.
We will need additional capital, which may be difficult to raise as a result of our limited operating history or any number of other reasons.
We expect that we will need to raise additional capital within the next 12 months. However, in the event that we exceed our expected growth, we would need to raise additional capital. There is no assurance that additional equity or debt financing will be available to us when needed, on acceptable terms, or even at all. Our limited operating history makes investor evaluation and an estimation of our future performance substantially more difficult. As a result, investors may be unwilling to invest in us or such investment may be offered on terms or conditions that are not acceptable. In the event that we are not able to secure financing, we may have to scale back our growth plans or cease operations.
We face intense competition. If we do not provide digital content that is useful to users, we may not remain competitive, and our potential revenues and operating results could be adversely affected.
Our business is rapidly evolving and intensely competitive, and is subject to changing technologies, shifting user needs, and frequent introductions of new products and services. Our ability to compete successfully depends heavily on providing digital content that is useful and enjoyable for our users and delivering our content through innovative technologies in the marketplace.
We face competition from others in the digital content creation industry and media companies. Our current and potential competitors range from large and established companies to emerging start-ups. Established companies have longer operating histories and more established relationships with customers and users, and they can use their experience and resources in ways that could affect our competitive position, including by making acquisitions, investing aggressively in research and development, aggressively initiating intellectual property claims (whether or not meritorious) and competing aggressively for advertisers and websites. Emerging start-ups may be able to innovate and provide products and services faster than we can.
Additionally, our operating results would suffer if our digital content is not appropriately timed with market opportunities, or if our digital content is not effectively brought to market. As technology continues to develop, our competitors may be able to offer user experiences that are, or that are seen to be, substantially similar to or better than, ours. This may force us to compete in different ways and expend significant resources in order to remain competitive. If our competitors are more successful than we are in developing compelling content or in attracting and retaining users and advertisers, our revenues and operating results could be adversely affected.
14
If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business may be significantly harmed.
The size of our user base and our user’s level of engagement are critical to our success. Our financial performance will be significantly determined by our success in adding, retaining, and engaging active users of our products, particularly Vocal. We anticipate that our active user growth rate will generally decline over time as the size of our active user base increases, and it is possible that the size of our active user base may fluctuate or decline in one or more markets, particularly in markets where we have achieved higher penetration rates. If people do not perceive Vocal to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of other content management systems and publishing platforms that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases precipitously. There is no guarantee that we will not experience a similar erosion of our active user base or engagement levels. Our user engagement patterns have changed over time, and user engagement can be difficult to measure, particularly as we introduce new and different products and services. Any number of factors could potentially negatively affect user retention, growth, and engagement, including if:
● | Users increasingly engage with other competitive products or services; |
● | We fail to introduce new features, products or services that users find engaging or if we introduce new products or services, or make changes to existing products and services, that are not favorably received; |
● | User behavior on any of our products changes, including decreases in the quality and frequency of content shared on our products and services; |
● | There are decreases in user sentiment due to questions about the quality or usefulness of our products or our user data practices, or concerns related to privacy and sharing, safety, security, well-being, or other factors; |
● | We are unable to manage and prioritize information to ensure users are presented with content that is appropriate, interesting, useful, and relevant to them; |
● | We are unable to obtain or attract engaging third-party content; |
● | Users adopt new technologies where our products may be displaced in favor of other products or services, or may not be featured or otherwise available; |
● | There are changes mandated by legislation, regulatory authorities, or litigation that adversely affect our products or users; |
● | Technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, such as security breaches or failure to prevent or limit spam or similar content; |
● | We adopt terms, policies, or procedures related to areas such as sharing, content, user data, or advertising that are perceived negatively by our users or the general public; |
● | We elect to focus our product decisions on longer-term initiatives that do not prioritize near-term user growth and engagement; |
● | We make changes in how we promote different products and services across our family of apps; |
● | Initiatives designed to attract and retain users and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties, or otherwise; |
● | We fail to provide adequate customer service to users, marketers, developers, or other partners; |
● | We, developers whose products are integrated with our products, or other partners and companies in our industry are the subject of adverse media reports or other negative publicity, including as a result of our or their user data practices; or |
● | Our current or future products, such as our development tools and application programming interfaces that enable developers to build, grow, and monetize mobile and web applications, reduce user activity on our products by making it easier for our users to interact and share on third-party mobile and web applications. |
If we are unable to maintain or increase our user base and user engagement, our revenue and financial results may be adversely affected. Any decrease in user retention, growth, or engagement could render our products less attractive to users, marketers, and developers, which is likely to have a material and adverse impact on our revenue, business, financial condition, and results of operations. If our active user growth rate continues to slow, we will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to drive revenue growth.
15
We face competition from traditional media companies, and we may not be included in the advertising budgets of large advertisers, which could harm our operating results.
In addition to internet companies, we face competition from companies that offer traditional media advertising opportunities. Most large advertisers have set advertising budgets, a very small portion of which is allocated to Internet advertising. We expect that large advertisers will continue to focus most of their advertising efforts on traditional media. If we fail to convince these companies to spend a portion of their advertising budgets with us, or if our existing advertisers reduce the amount they spend on our programs, our operating results would be harmed.
Acquisitions may disrupt growth.
We may pursue strategic acquisitions in the future. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.
Our business depends on strong brands and relationships, and if we are not able to maintain our relationships and enhance our brands, our ability to expand our base of users, advertisers and affiliates will be impaired and our business and operating results could be harmed.
Maintaining and enhancing our brands’ profiles may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain the brands’ profiles, or if we incur excessive expenses in this effort, our business and operating results could be harmed. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands’ profiles may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend largely on our ability to be a technology leader and to continue to provide attractive products and services, which we may not do successfully.
We depend on our key management personnel and the loss of their services could adversely affect our business.
We place substantial reliance upon the efforts and abilities of Jeremy Frommer, our Chairman of the Board of Directors, and our other executive officers and directors. Though no individual is indispensable, the loss of the services of these executive officers could have a material adverse effect on our business, operations, revenues or prospects. We do not currently maintain key man life insurance on the lives of these individuals.
If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected.
We rely and expect to continue to rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights. In the United States and internationally, we have filed various applications for protection of certain aspects of our intellectual property, and we currently hold a number of registered trademarks and issued patents in multiple jurisdictions and have acquired patents and patent applications from third parties. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. In addition, we regularly contribute software source code under open source licenses and have made other technology we developed available under other open licenses, and we include open source software in our products. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic our products, services, and methods of operations. Any of these events could have an adverse effect on our business and financial results
16
We are subject to payment processing risk.
We accept payments using a variety of different payment methods, including credit and debit cards and direct debit. We rely on third parties to process payments. Acceptance and processing of these payment methods are subject to certain certifications, rules and regulations. To the extent there are disruptions in our or third-party payment processing systems, material changes in the payment ecosystem, failure to recertify and/or changes to rules or regulations concerning payment processing, we could be subject to fines and/or civil liability, or lose our ability to accept credit and debit card payments, which would harm our reputation and adversely impact our results of operations.
We are subject to risk as it relates to software that we license from third parties.
We license software from third parties, much of which is integral to our systems and our business. The licenses are generally terminable if we breach our obligations under the license agreements. If any of these relationships were terminated or if any of these parties were to cease doing business or cease to support the applications we currently utilize, we may be forced to spend significant time and money to replace the licensed software.
Failures or reduced accessibility of third-party software on which we rely could impair the availability of our platform and applications and adversely affect our business.
We license software from third parties for integration into our Vocal platform, including open source software. These licenses might not continue to be available to us on acceptable terms, or at all. While we are not substantially dependent upon any third-party software, the loss of the right to use all or a significant portion of our third-party software required for the development, maintenance and delivery of our applications could result in delays in the provision of our applications until we develop or identify, obtain and integrate equivalent technology, which could harm our business.
Any errors or defects in the hardware or software we use could result in errors, interruptions, cyber incidents or a failure of our applications. Any significant interruption in the availability of all or a significant portion of such software could have an adverse impact on our business unless and until we can replace the functionality provided by these applications at a similar cost. Furthermore, this software may not be available on commercially reasonable terms, or at all. The loss of the right to use all or a significant portion of this software could limit access to our platform and applications. Additionally, we rely upon third parties’ abilities to enhance their current applications, develop new applications on a timely and cost-effective basis and respond to emerging industry standards and other technological changes. We may be unable to effect changes to such third-party technologies, which may prevent us from rapidly responding to evolving customer requirements. We also may be unable to replace the functionality provided by the third-party software currently offered in conjunction with our applications in the event that such software becomes obsolete or incompatible with future versions of our platform and applications or is otherwise not adequately maintained or updated.
17
We need to manage growth in operations to maximize our potential growth and achieve our expected revenues and our failure to manage growth will cause a disruption of our operations, resulting in the failure to generate revenue.
In order to maximize potential growth in our current and potential markets, we believe that we must expand our marketing operations. This expansion will place a significant strain on our management and our operational, accounting, and information systems. We expect that we will need to continue to improve our financial controls, operating procedures, and management information systems. We will also need to effectively train, motivate, and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.
In order to achieve the general strategies of our company we need to maintain and search for hard-working employees who have innovative initiatives, while at the same time, keep a close eye on any and all expanding opportunities in our marketplace.
We plan to generate a significant portion of our revenues from advertising and affiliate sales relationships, and a reduction in spending by or loss of advertisers and general decrease in online spending could adversely harm our business.
We plan to generate a substantial portion of our revenues from advertisers. Our advertisers may be able to terminate prospective contracts with us at any time. Advertisers will not continue to do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or if we do not deliver their advertisements in an appropriate and effective manner. If we are unable to remain competitive and provide value to our advertisers, they may stop placing ads with us, which would adversely affect our revenues and business. In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions can also have a material negative impact on the demand for advertising and cause our advertisers to reduce the amounts they spend on advertising, which could adversely affect our revenues and business.
Security breaches could harm our business.
Security breaches have become more prevalent in the technology industry. We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information we collect, use, store and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our efforts. Although we have not experienced any material security breaches to date, we may in the future experience attempts to disable our systems or to breach the security of our systems. Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.
If an actual or perceived security breach occurs, the market perception of our security measures could be harmed, and we could lose sales and customers and/or suffer other negative consequences to our business. A security breach could adversely affect the digital content experience and cause the loss or corruption of data, which could harm our business, financial condition and operating results. Any failure to maintain the security of our infrastructure could result in loss of personal information and/or other confidential information, damage to our reputation and customer relationships, early termination of our contracts and other business losses, indemnification of our customers, financial penalties, litigation, regulatory investigations and other significant liabilities. In the event of a major third-party security incident, we may incur losses in excess of their insurance coverage.
Moreover, if a high-profile security breach occurs with respect to us or another digital entertainment company, our customers and potential customers may lose trust in the security of our business model generally, which could adversely impact our ability to retain existing customers or attract new ones.
18
The laws and regulations concerning data privacy and data security are continually evolving; our or our platform providers’ actual or perceived failure to comply with these laws and regulations could harm our business.
Customers view our content online, using third-party platforms and networks and on mobile devices. We collect and store significant amounts of information about our customers—both personally identifying and non-personally identifying information. We are subject to laws from a variety of jurisdictions regarding privacy and the protection of this player information. For example, the European Union (EU) has traditionally taken a broader view than the United States and certain other jurisdictions as to what is considered personal information and has imposed greater obligations under data privacy regulations. The U.S. Children’s Online Privacy Protection Act (COPPA) also regulates the collection, use and disclosure of personal information from children under 13 years of age. While none of our content is directed at children under 13 years of age, if COPPA were to apply to us, failure to comply with COPPA may increase our costs, subject us to expensive and distracting government investigations and could result in substantial fines.
Data privacy protection laws are rapidly changing and likely will continue to do so for the foreseeable future. The U.S. government, including the Federal Trade Commission and the Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information and information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing data protection legal framework. Various government and consumer agencies worldwide have also called for new regulation and changes in industry practices. In addition, in some cases, we are dependent upon our platform providers to solicit, collect and provide us with information regarding our players that is necessary for compliance with these various types of regulations.
Customer interaction with our content is subject to our privacy policy and terms of service. If we fail to comply with our posted privacy policy or terms of service or if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact our financial condition and harm our business. If regulators, the media or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our financial condition and damage our business.
In the area of information security and data protection, many jurisdictions have passed laws requiring notification when there is a security breach for personal data or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement. Our security measures and standards may not be sufficient to protect personal information and we cannot guarantee that our security measures will prevent security breaches. A security breach that compromises personal information could harm our reputation and result in a loss of confidence in our products and ultimately in a loss of customers, which could adversely affect our business and impact our financial condition. This could also subject us to liability under applicable security breach-related laws and regulations and could result in additional compliance costs, costs related to regulatory inquiries and investigations, and an inability to conduct our business.
Changes to federal, state or international laws or regulations applicable to our company could adversely affect our business.
Our business is subject to a variety of federal, state and international laws and regulations, including those with respect privacy, data, and other laws. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention. If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our business.
19
If any of our relationships with internet search websites terminate, if such websites’ methodologies are modified or if we are outbid by competitors, traffic to our websites could decline.
We depend in part on various internet search websites, such as Google.com, Bing.com, Yahoo.com and other websites to direct a significant amount of traffic to our websites. Search websites typically provide two types of search results, algorithmic and purchased listings. Algorithmic listings generally are determined and displayed as a result of a set of unpublished formulas designed by search engine companies in their discretion. Purchased listings generally are displayed if particular word searches are performed on a search engine. We rely on both algorithmic and purchased search results, as well as advertising on other internet websites, to direct a substantial share of visitors to our websites and to direct traffic to the advertiser customers we serve. If these internet search websites modify or terminate their relationship with us or we are outbid by our competitors for purchased listings, meaning that our competitors pay a higher price to be listed above us in a list of search results, traffic to our websites could decline. Such a decline in traffic could affect our ability to generate advertising revenue and could reduce the desirability of advertising on our websites.
Our business involves risks of liability claims arising from our media content, which could adversely affect our ability to generate revenue and could increase our operating expenses.
As a distributor of media content, we face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, obscenity, violation of rights of publicity and/or obscenity laws and other claims based on the nature and content of the materials distributed. These types of claims have been brought, sometimes successfully, against broadcasters, publishers, online services and other disseminators of media content. Any imposition of liability that is not covered by insurance or is in excess of our insurance coverage could have a material adverse effect on us. In addition, measures to reduce our exposure to liability in connection with content available through our internet websites could require us to take steps that would substantially limit the attractiveness of our internet websites and/or their availability in certain geographic areas, which could adversely affect our ability to generate revenue and could increase our operating expenses.
Intellectual property litigation could expose us to significant costs and liabilities and thus negatively affect our business, financial condition and results of operations.
We may be subject to claims of infringement of third-party patents and trademarks and other violations of third-party intellectual property rights. Intellectual property disputes are generally time-consuming and expensive to litigate or settle and the outcome of such disputes is uncertain and difficult to predict. The existence of such disputes may require us to set-aside substantial reserves and has the potential to significantly affect our overall financial standing. To the extent that claims against us are successful, they may subject us to substantial liability, and we may have to pay substantial monetary damages, change aspects of our business model, and/or discontinue any of our services or practices that are found to be in violation of another party’s rights. Such outcomes may severely restrict or hinder ongoing business operations and impact the value of our business. Successful claims against us could also result in us having to seek a license to continue our practices. Under such conditions, a license may or may not be offered or otherwise made available to us. If a license is made available to us, the cost of the license may significantly increase our operating burden and expenses, potentially resulting in a negative effect on our business, financial condition and results of operations.
Although we have been and are currently involved in multiple areas of commerce, internet services, and high technology where there is a substantial risk of future patent litigation, we have not obtained insurance for patent infringement losses. If we are unsuccessful at resolving pending and future patent litigation in a reasonable and affordable manner, it could disrupt our business and operations, including by negatively impacting areas of commerce or putting us at a competitive disadvantage.
20
If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.
Our website addresses, or domain names, are critical to our business. We currently own more than 415 domain names. However, the regulation of domain names is subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar to ours, that infringe our trademarks or that otherwise decrease the value of our brands. If we are unable to obtain or maintain key domain names for the various areas of our business, our ability to operate and grow our business may be impaired.
We may have difficulty scaling and adapting our existing network infrastructure to accommodate increased traffic and technology advances or changing business requirements, which could cause us to incur significant expenses and lead to the loss of users and advertisers.
To be successful, our network infrastructure has to perform well and be reliable. The greater the user traffic and the greater the complexity of our products and services, the more computer power we will need. We could incur substantial costs if we need to modify our websites or our infrastructure to adapt to technological changes. If we do not maintain our network infrastructure successfully, or if we experience inefficiencies and operational failures, the quality of our products and services and our users’ experience could decline. Maintaining an efficient and technologically advanced network infrastructure is particularly critical to our business because of the pictorial nature of the products and services provided on our websites. A decline in quality could damage our reputation and lead us to lose current and potential users and advertisers. Cost increases, loss of traffic or failure to accommodate new technologies or changing business requirements could harm our operating results and financial condition.
Operating a network open to all internet users may result in legal consequences.
Our Terms and Conditions clearly state that our network and services are only to be used by users who are over 13 years old. Although we will terminate accounts that are known to be held by persons age 13 or younger, it is impractical to independently verify that all activity occurring on our network fits into this description. As such, we run the risk of federal and state law enforcement prosecution.
Unfavorable global economic, business, or political conditions could adversely affect our business, financial condition or results of operations.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, including the impact of health and safety concerns, such as those relating to the current COVID-19 coronavirus (“COVID-19”) pandemic.
21
The continuing global COVID-19 pandemic has created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic continues to impact our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions, including vaccination requirements, that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; and any future variants that may arise and its effects on the overall response to the pandemic. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates.
Our direct-to-consumer brands experienced supply-chain issues as a direct result of the COVID-19 pandemic, resulting in delayed growth within these business lines. Additionally, the global financial crisis in connection with the COVID-19 pandemic has caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our Vocal platform and our ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.
Risks Related To Our Common Stock
Risks Relating to our Common Stock and the Offering
Future sales or potential sales of our common stock in the public market could cause our share price to decline.
If the existing holders of our common stock, particularly our directors and officers, sell a large number of shares, they could adversely affect the market price for our common stock. Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline.
Because we will not pay dividends on our common stock in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.
We have never paid cash dividends on our common stock, and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.
Our share price has been, and will likely continue to be, volatile, and you may be unable to resell your shares at or above the price at which you acquired them.
The trading price of our common stock has been, and is likely to continue to be, highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.
22
The market price for our securities may be influenced by many factors that are beyond our control, including, but not limited to:
● | variations in our revenue and operating expenses; |
● | market conditions in our industry and the economy as a whole; |
● | actual or expected changes in our growth rates or our competitors’ growth rates; |
● | developments or disputes concerning patent applications, issued patents or other proprietary rights; |
● | developments in the financial markets and worldwide or regional economies; |
● | variations in our financial results or those of companies that are perceived to be similar to us; |
● | announcements by the government relating to regulations that govern our industry; |
● | sales of our common stock or other securities by us or in the open market; |
● | changes in the market valuations of other comparable companies; |
● | general economic, industry and market conditions; and |
● | the other factors described in this “Risk Factors” section. |
The trading price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others, could harm the value of your investment in our securities. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and financial condition.
Because our shares of common stock are subject to the penny stock rules, it is more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.
23
The price of our common stock may be subject to wide fluctuations.
Even though we have our shares quoted with The OTCQB, the market price of our Common Stock may be highly volatile and subject to wide fluctuations in response to a variety of factors and risks, many of which are beyond our control. In addition to the risks noted elsewhere in this Form 10-K, some of the other factors affecting our stock price may include:
● | Variations in our operating results; |
● | The level and quality of securities analysts’ coverage of our Common Stock; |
● | Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; |
● | Announcements by third parties of significant claims or proceedings against us; and |
● | Future sales of our Common Stock. |
For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on past results as an indication of future performance. In the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been instituted against the public company. Regardless of its outcome, this type of litigation could result in substantial costs to us and a likely diversion of our management’s attention.
You may lose all of your investment.
Investing in our common stock involves a high degree of risk. As an investor, you might never recoup all, or even part of, your investment and you may never realize any return on your investment. You must be prepared to lose all your investment.
We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and dilute our share value.
Our Second Amended and Restated Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock, and 20,000,000 shares of preferred stock. Currently the Company has 500 shares of Preferred Series E stock outstanding. Additionally, as of November 22, 2022 there are outstanding (i) warrants to purchase 16,046,464 shares of our common stock; (ii) options exercisable into 4,408,267 shares of our common stock; (iii) 121 shares underlying the conversion of Preferred Series E shares; and (iv) 32,191,546 shares underlying the conversion of convertible notes.
Assuming all of the Company’s currently outstanding warrants and options are exercised and all convertible notes be converted, the Company would have to issue an additional 52,646,398 shares of common stock representing 177% of our current issued and outstanding common stock. As of the date of this filing, none of the Company’s outstanding convertible notes are currently convertible into Common Stock. The future issuance of this common stock would result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any Common Stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.
24
Liability of directors for breach of duty is limited under Nevada law.
Nevada law provides that directors must discharge their duties as a director in good faith and with a view to the interests of the corporation. Under Nevada law, directors owe a fiduciary duty to the corporation, which is generally comprised of the duty of care and duty of loyalty to the corporation. Except under limited circumstances set forth in NRS 78.138(7), or unless our Second Amended and Restated Articles of Incorporation or an amendment thereto provide for greater individual liability (which ours does not provide), a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer, and the breach of those duties involved intentional misconduct, fraud or a knowing violation of law. Our stockholders’ ability to recover damages for fiduciary breaches may be reduced by this statute.
We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, and any future loan arrangements we enter into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
Sales of a substantial number of shares of our common stock in the public market by certain of our stockholders could cause our stock price to fall.
Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.
The issuance of a large number of shares of our common stock could significantly dilute existing stockholders and negatively impact the market price of our common stock.
If we sell shares of Common Stock under the Investment Agreement, we will be issuing such shares at below market prices, which could cause the market price of our Common Stock to decline, and if such issuances are significant in number, the amount of the decline in our market price could also be significant. In general, we are unlikely to sell shares of common stock under the Investment Agreement at a time when the additional dilution to stockholders would be substantial unless we are unable to obtain capital to meet our financial obligations from other sources on better terms at such time. However, if we do, the dilution that could result from such issuances could have a material adverse impact on existing stockholders and could cause the price of our common stock to fall rapidly based on the amount of such dilution.
The Selling Shareholder may sell a large number of shares, resulting in substantial diminution to the value of shares held by existing stockholders.
Pursuant to the Investment Agreement, we are prohibited from delivering a Put Notice to Coventry to the extent that the issuance of shares would cause the Selling Shareholder to beneficially own more than 4.99% of our then-outstanding shares of common stock; provided, however, the Selling Shareholder in its sole discretion can waive this ownership limitation up to 9.99% of our then-outstanding shares of common stock. These restrictions however, do not prevent the Selling Shareholder from selling shares of common stock received in connection with the equity line and then receiving additional shares of common stock in connection with a subsequent issuance. In this way, the Selling Shareholder could sell more than 4.99% (or 9.99% if 4.99% ownership limitation is waived) of the outstanding shares of common stock in a relatively short time frame while never holding more than 4.99% (or 9.99% if 4.99% ownership limitation is waived) at any one time. As a result, existing stockholders and new investors could experience substantial diminution in the value of their shares of common stock. Additionally, we do not have the right to control the timing and amount of any sales by the Selling Shareholder of the shares issued under the equity line.
We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
Pursuant to our Second Amended and Restated Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue is 120,000,000 shares, of which 100,000,000 shares are common stock, and 20,000,000 shares are “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. As of the date of this filing, we do have 500 shares of Preferred Series E stock outstanding.
The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our Company. In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control. Additionally, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us.
25
Each of our Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide that the Eighth Judicial District Court of Clark County, Nevada will be the sole and exclusive forum for certain disputes which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers, employees or agents.
Each of our Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for state law claims with respect to: (i) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or 92A or any provision of the Company’s Second Amended and Restated Articles of Incorporation or Amended and Restated Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Company’s Second Amended and Restated Articles of Incorporation or Amended and Restated Bylaws. This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, each of our Second Amended Articles of Incorporation and our Amended and Restated Bylaws contain a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company are deemed to have notice of and consented to this provision. As this provision applies to Securities Act claims, there may be uncertainty whether a court would enforce such a provision.
These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and other employees. Alternatively, if a court were to find our choice of forum provisions contained in either our Second Amended and Restated Articles of Incorporation or Amended and Restated Bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, results of operations, and financial condition.
26
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or the Securities Act, Section 21E of the Securities Exchange Act of 1934 or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that reflect our current views with respect to future events and financial performance, and all statements other than statements of historical fact are statements that are, or could be, deemed forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” or the negative of these terms, and other similar phrases. All statements contained in this prospectus and any prospectus supplement regarding future financial position, sales, costs, earnings, losses, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements.
You should not place undue reliance on our forward-looking statements because they are not guarantees of future performance or expectations, and involve risks and uncertainties. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.
The forward-looking statements contained in this prospectus are set forth principally in “Risk Factors” above, and in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and other sections in our 2021 Annual Report and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and other sections in our Latest Form 10-Q. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Please consider our forward-looking statements in light of these risks as you read this prospectus.
USE OF PROCEEDS
All proceeds from the resale of the shares of our Common Stock offered by this prospectus will belong to the Selling Shareholder. We will not receive any proceeds from the resale of the shares of our Common Stock by the Selling Shareholder.
We will, however, receive cash proceeds from the Put Notices we issue to Coventry, which we, while we retain broad discretion on the use of proceeds, intend to use for general corporate and operating expenses.
27
MARKET FOR COMMON STOCK AND DIVIDEND POLICY
Our common stock is quoted on the OTCQB under the symbol “CRTD.” As of November 22, 2022, the last reported sale price of the common stock as reported on OTCQB was $1.39 per share. As of November 22, 2022, there were approximately 378 holders of record of common stock. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees (including any mobile investment platform).
To date, we have not paid cash dividends on our common stock and do not plan to pay such dividends in the foreseeable future. Our board of directors will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions. Dividends, under the Nevada Revised Statutes, may only be paid from our net profits or surplus.
28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth in “Risk Factors.”
This prospectus and other reports filed by Creatd, Inc. (the “Company”), from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this prospectus.
We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our financial statements and accompanying notes for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on April 6, 2022 and the Company’s Quarterly Report on Form 10-Q that was filed with the SEC on November 16, 2022.
Overview
Creatd, Inc. provides economic opportunities to creators and brands by multiplying the impact of platforms, technology, and people.
29
The Company has four main revenue lines, all directly related to its flagship technology platform, Vocal. The business lines complement one another, creating a flywheel effect. Working together, they provide shared data and resources to holistically leverage and organically grow the Company. Revenues are generated from creator subscriptions, consumer product sales, branded content, and IP development.
Creator-Centric Strategy
Creatd’s north star metric is to empower creators by providing best-in-class tools, supportive communities, and opportunities for monetization and audience expansion. This creator-first approach is the foundation of our culture and mission.
Creator Subscriptions
Creatd’s most scalable stream of revenues are derived from its flagship technology platform, Vocal.
Vocal was built to serve as a home base for creators. This robust, proprietary technology platform provides digital tools and resources, safe and curated communities, and monetization opportunities that enable creators to find a receptive audience and be rewarded for their content. Creators of all types call Vocal their home, from bloggers to social media influencers, to podcasters, founders, musicians, photographers, and more.
Since its initial launch in 2016, Vocal has grown to over 1.5 million registered creators and is one of the premier technology platforms for content creators of all shapes and sizes. Creators can opt to use Vocal for free, or upgrade to the premium membership tier, Vocal+. Upon joining Vocal, either as a freemium or premium member, creators can immediately begin to utilize Vocal’s storytelling tools to create and publish their stories, as well as benefit from Vocal’s monetization features. Creatd facilitates creators’ monetization on Vocal in many ways, including i) rewarding creators for each ‘read’ their story receives; ii) via Vocal Challenges, or writing contests through which creators can win cash and other rewards; iii) by awarding Bonuses; iv) by connecting creators with brands for opportunities to collaborate on Vocal for Brands branded content campaigns; v) through ‘Subscribe,’ which enables creators to receive payment directly from their audience via monthly subscriptions and one-off microtransactions; vi) via Vocal’s Ambassador Program, which enables creators to receive additional rewards whenever they refer a new Vocal+ member. The Vocal app is available for both iOS and Android on the Apple App store and the Google Play store.
Vocal’s proprietary technology is built on Keystone, the same underlying open-source framework used by industry leaders in the software as a service (SaaS) space. Some of the differentiating elements of Vocal’s technology are speed, sustainability, and scalability. The Company continues to invest heavily in research and development to continuously improve and innovate its platform, with the goal of optimizing the user experience for creators, brands and their audiences. Additionally, the Vocal platform and its underlying technology maintain an advantageous capital-light infrastructure. By using cloud service providers and data segment specialists, we are able to focus on building the platform, community, and revenue rather than building and maintaining the costly internal infrastructures that have materially affected so many legacy media platforms.
Vocal’s technology has been specifically designed to significantly scale without a material corresponding increase in operational costs. While our users can embed rich media, such as video, audio, and product links, into their Vocal stories, the rich media content is hosted elsewhere (such as YouTube, Instagram, Vimeo, Shopify, and Spotify). The Vocal platform can accommodate content of all kinds without bearing the financial or operational costs associated with hosting the media itself. Creatd maintains a number of partnerships and initiatives with the primary content distribution and hosting platforms. In addition to the benefits this framework affords to the Company, it provides the additional benefit to our content creators, in that a creator can increase their monetization; for example, a creator can embed their YouTube video into a Vocal story and thus derive earnings from both platforms when their video is viewed.
30
Consumer Products Group
Creatd’s portfolio of internally owned and operated e-commerce businesses and associated technology and infrastructure make up the majority of the company’s second most scalable revenue line. The Company supports founders by providing a host of services including design and development, marketing and distribution, and go-to-market strategies. The Company expects to broaden its portfolio through the acquisition of up and coming brands that are aligned and easily consolidated into its shared supply chain, resources, and infrastructure.
This portfolio includes:
● | Camp, a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. Each of Camp’s products are created with servings of vegetables and contain Vitamins A, C, D, E, B1 + B6. Since its launch in 2020, Camp continues to add new products to its line of healthy, veggie-based, family-friendly foods, with flavors including Classic Cheddar Mac ‘N’ Cheese, White Cheddar Mac ‘N’ Cheese, Vegan Cheezy Mac, and Twist Veggie Pasta. |
● | Dune Glow Remedy (“Dune”), which the Company purchased and brought to market in 2021, is a beverage brand focused on promoting wellness and beauty from within. Each beverage in Dune’s product line is meticulously crafted with functional ingredients that nourish skin from the inside out and enhance one’s natural glow. During 2022, Dune has continued to advance its retail and wholesale distribution strategy, securing numerous partnerships including with lifestyle retailer Urban Outfitters, Equinox, and the Los Angeles-based Erewhon Market. |
● | Basis, a hydrating electrolyte drink mix formulated using rehydration therapies developed by the World Health Organization. Acquired by the Company in first quarter 2022, Basis has a history of strong sales volume both on the brand’s website as well as through third-party distribution channels such as Amazon. |
● | Brave, a plant-based food company that provides convenient and healthy breakfast food products. On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company (“Brave”). What started as a search for a better morning routine evolved into a business serving thousands of go-getters of every type. |
Branded Content
The branded content revenue line is driven primarily by its Vocal for Brands offering, the Company’s internal content studio. The business line works with premier brands developing best-in-class organic marketing campaigns. In addition to content creation, the Company generates revenues from its influencer and performance marketing agency opportunities.
Brands have a story to tell. They leverage Vocal’s creator communities to help them tell it. Vocal for Brands’ content marketing studio specializes in pairing leading brands with Vocal creators, as well as discovering new talent and introducing them to the Vocal platform. The branded content business produces marketing campaigns on the platform that are non-interruptive, engaging, and direct-response driven. Additionally, brands can opt to collaborate with Vocal on sponsored Challenges, prompting the creation of thousands of high-quality stories that are centered around the brand’s mission and further disseminated through creators’ respective social channels and promotional outlets. Vocal for Brands campaigns leverage Vocal’s first-party audience insights, which enables the creation of highly targeted, segmented audiences and optimized campaign results.
31
IP Development and Production
Creatd’s fourth revenue stream is driven by partnering with its top creators to produce stories for TV, film, podcasts, and print. The Vocal platform is perpetually generating intellectual property sourced and curated by a combination of human let moderation and machine learning models. With millions of compelling stories in its midst, Creatd’s Vocal technology surfaces the best candidates for transmedia adaptations, through a deep analysis of community, creator, and audience insights.
In 2022, Creatd announced a series of newly released and upcoming production projects, including:
● | “Write Here, Write Now,” the Company’s first-ever podcast showcasing select Vocal creators and stories; a partnership with UK-based publisher, Unbound, for the publication of books featuring stories sourced from Vocal; the formation of a new graphic novel development arm which in Fall 2022 will release its first title, Steam Wars, created by artist and independent filmmaker Larry Blamire. |
● | OG Gallery: The OG Collection is an extensive library of original artwork and imagery from the archives of some of the most iconic magazines of the 20th century. OG Gallery is an exploratory initiative aimed at identifying opportunities to propel the OG Collection into a new technological sphere: the NFT marketplace. |
Application of First-Party Data
Creatd’s shared business intelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical data harnessed from the Vocal technology platform. The team’s ability to apply its proprietary first-party data works to reduce acquisition costs for new creators and to help provide brands with conversions and an ideal targeted audience. In this way, our ability to apply first-party data is one of the value-drivers for the Company across its four business pillars. The internal teams work across the Company’s portfolio of technology product and service revenue lines.
Creatd uses its first party data to improve the Vocal platform. Specifically, data helps understand the behaviors and attributes that are common among the creators, brands, and audiences within the platform’s ecosystem. Pairing first-party Vocal data with third-party data from distribution platforms such as Instagram, Tiktok, Twitter, and Snapchat provide a more granular profile of creators, brands, and audiences. It is through generating this valuable first-party data that the Company can continually enrich and refine its targeting capabilities for branded content marketing and creator acquisition, and specifically, to reduce creator acquisition costs (CAC) and subscriber acquisition costs (SAC).
Competitive Advantage
The idea for Vocal came as a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its operational infrastructures. The depreciating value of digital media business models built on legacy technology platforms that did not efficiently access and apply data, created a unique opportunity for the development of a new type of creator-centric platform. Key to building a platform that could appeal to a global community was utilizing that data to create a win-win proposition for all constituents including creators, audiences and the brands that want to access them. The proprietary nature of Creatd’s technology and its process give the company a competitive advantage in acquiring undervalued technology assets that can be rapidly assimilated into the greater collective, thus exponentially driving future EBITDA.
Creatd’s founders built the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficiencies could create a sustainable and defensible business model. Vocal was strategically developed to provide value for content creators, readers, and brands, and to serve as a home for the ever-increasing amount of digital content being produced and the libraries of digital assets lying dormant.
32
Acquisition Strategy
Creatd’s hybrid finance and design culture is key to its acquisition strategy. Acquisition targets are companies that meet a set of opportunistic or financial standards or that are part of specific digital environments. Transactions are mainly accretive and targets can seamlessly integrate into Creatd’s existing revenue lines. Creatd will continue to make strategic acquisitions when presented with opportunities that are in the interest of long term shareholder value.
Recent Developments
Appointment of Erica Wagner to Board; Resignation of Joanna Bloor
On November 16, 2022, Erica Wagner was appointed to the Company’s Board of Directors. Ms. Wagner, age 55, joins the Board with over 25 years of experience as a journalist, broadcaster, editor and author. From 2016 through 2021, Ms. Wagner was a Lecturer, and later Senior Lecturer, at Goldsmith’s College, University of London, where she taught creative writing. Ms. Wagner was previously Lead Editorial Innovator for Creatd, Inc., has previously and currently held roles as a freelance editor, journalist, and contributing writer for numerous outlets both in the U.K. and the U.S., including The New Statesman, Harper’s Bazaar, the Economist, the Observer, the New York Times. Ms. Wagner is also a freelance literary and creative consultant for Chanel, as well as the host of their branded podcast. She has twice been a judge of the Booker Prize and has been judge and Chair of the Goldsmiths Prize. In 2015, Ms. Wagner was awarded an Honorary PhD by the University of East Anglia, and currently Goldsmith’s College Distinguished Writers’ Centre Fellow. She has an undergraduate degree from University of Cambridge, a Master’s degree from University of East Anglia, and an Honorary PhD from the University of East Anglia. As a member of Creatd’s board of directors, Ms. Wagner will add significant expertise with respect to informing the Company’s literary and creative direction, having worked closely with news organizations, commercial companies and publishers, to advise their creative direction and its application towards commercial success.
On November 17, 2022, the Board received notice from Joanna Bloor of her resignation as a director and from all committees of the Board on which she served, effective as of such date. Such resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Peter Majar to the Board; Resignation of Lorraine Hendrickson
On November 2, 2022, the Board appointed Peter Majar to the Board. Mr. Majar, age 55, Founder and Managing Member of Majar Advisors, combines over 25 years of experience in investment banking, financial services and technology, and management consulting, having held numerous senior management and executive positions including Chief Financial Officer, Head of Financial Technology, Head of Strategy, as well as several Managing Director positions. From 2015 to 2017, Mr. Majar served as Managing Director in Investment Banking and co-Head of Diversified Financial Services at Piper Jaffray & Co. (now Piper Sandler Companies). From 2017 to 2018, Mr. Majar provided management consulting services through his self-established firm, Majar Advisors LLC, which remains in operation through the present. From 2018 to 2021, Mr. Majar served as Managing Director, Head of Financial Technology at New York-based investment banking and financial advisory firm, TAP Advisors, LLC. Between 2021 and 2022, Mr. Majar served as Chief Financial Officer at information technology company Hoyos Integrity Corp., having previously served as a longtime advisor to the firm. Mr. Majar holds an undergraduate degree from University of Washington and an MBA from Columbia University. As a board director, Mr. Majar will add considerable value, including through his comprehensive and diverse investment management experience, deep knowledge of financial technology services and transactions, and broad experience with corporate development, strategy consulting, and executive leadership.
On November 1, 2022, the Board received notice from Lorraine Hendrickson of her resignation as a director and from all committees of the Board on which she served, effective as of such date. Ms. Hendrickson’s resignation as a member of the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
33
Nasdaq Delisting
On September 2, 2022, the Company received a letter from the staff of The Nasdaq Capital Market notifying the Company that the Nasdaq Hearings Panel has determined to delist the Company’s common stock from the Exchange, based on the Company’s failure to comply with the listing requirements of Nasdaq Rule 5550(b)(1) as a result of the Company’s shareholder equity deficit for the period ended June 30, 2022, as demonstrated in Company’s Quarterly Report on Form 10-Q filed on August 15, 2022, following the Company having not complied with the market value of listed securities requirement in Nasdaq Rule 5550(b)(2) on March 1, 2022, while the Company was under a Panel Monitor, as had been previously disclosed. Suspension of trading in the Company’s shares on the Exchange became effective at the opening of business on September 7, 2022, at which time the Company’s common stock, under the symbol “CRTD,” and publicly-traded warrants, under the symbol “CRTDW,” was quoted on the OTCPink marketplace operated by OTC Markets Group Inc.
Following passage of the proscribed 15-day time period for appeal as stated in the Letter, on October 26, 2022, Nasdaq completed the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission.
The Company’s common stock, under the symbol “CRTD,” is quoted on the OTCQB marketplace operated by OTC Markets Group Inc. effective as of September 26, 2022. The Company’s publicly-traded warrants, under the symbol “CRTDW,” are quoted on the OTCPink marketplace operated by OTC Markets Group Inc.
Securities Purchase Agreement; Side Letter
On October 24, 2022, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with one accredited investor (the “Investor”), whereby the Investor purchased from the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650 (the “Debenture”). The Company and the Investor also entered into a registration rights agreement (each, a “Registration Rights Agreement”) pursuant to the Purchase Agreement.
The Debenture has an original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, 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 $0.20 per share, subject to adjustment upon certain events.
In connection with its entry into the Purchase Agreement and issuance of the Debenture, the Company also entered into a side letter agreement (the “Letter Agreement”) with the holders of debentures of the Company, the Series C Warrants and Series D Warrants issued as of May 31, 2022 (the “May Investors”) and the holders of debentures of the Company, the Series E Warrants and Series F Warrants issued as of July 25, 2022 (the “July Investors”). Pursuant to the Letter Agreement each of the May Investors and the July Investors have entered into a lock-up agreement whereby they may not sell any such debentures, warrants, the shares into which such debentures may be converted, or certain shares underlying such warrants until the date that is 30 days after the date on which the registration statement registering for resale the shares of the Company’s common stock underlying the Debenture is declared effective by the Securities and Exchange Commission. Additionally, the Letter Agreement, provides that the May Investors and July Investors have agreed to a further lock up of such shares for a further 30 days upon the receipt of a certain amount of the proceeds from future potential issuances of debentures, common stock or similar securities by the Company. Further additionally, pursuant to the Letter Agreement, the May Investors and the July Investors have agreed to exchange and return for cancellation the Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants, receiving replacement warrants from the Company (the “Replacement Warrants”), in consideration for (i) the Company’s payment of $750,000 of the proceeds from the sale of the Debenture to the May Investors and July Investors on a pro rata basis and (ii) the Company’s agreement to pay, on a pro rata basis to the May Investors and July Investors, the greater of (x) $750,000 and (y) 50% of the gross proceeds raised in a subsequent financing. The Replacement Warrants reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant.
34
Common Stock Purchase Agreement, Securities Purchase Agreement and Promissory Note
On October 20, 2022, the Company entered into a Common Stock Purchase Agreement (the “Investment Agreement”) with Coventry (the “Investor”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing on the trading day immediately following date of effectiveness of the Registration Statement (as defined below), the Investor shall purchase up to $15,000,000 of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to Drawdown Notices (as defined below), covering the Registrable Securities (as defined below). The purchase price of the Shares under the Investment Agreement is equal to 82% of the lowest volume weighted average price (VWAP) during the last ten trading days prior to the date the Company delivers to the Investor a Put notice (a “Drawdown Notice”) in writing requiring Investor to purchase shares of the Company, subject to the terms of the Investment Agreement.
On October 20, 2022, the Company also entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investor, pursuant to which the Company issued to the Investor on that date a Promissory Note (the “Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, which the Investor funded on October 20,2022. The proceeds of the Note will be used by the Company for general working capital purposes.
The Note bears interest at the rate of 10% per annum. Starting on the fifth month anniversary of the funding of the Note, and for the next six months thereafter, the Company will make seven equal monthly payments of $47,142.85 to the Investor.
On October 20, 2022, in connection with the entry by the Company and the Investor into the economic agreements, (i.e., the Investment Agreement, the Purchase Agreement, and the Note and the funding thereof), the Company issued 800,000 shares of its common stock to the Investor.
Securities Purchase Agreement
On September 15, 2022, Creatd, Inc., 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 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 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.
35
Restructuring Agreement
On September 15, 2022, in connection with the Offering, the Company entered into an agreement with 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:
(i) | Original Issue Discount Senior Convertible Debentures issued on May 31, 2022 (the “May 2022 Debentures”); |
(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”); |
(iii) | Common Stock Purchase Warrants issued on February 28, 2022 (the “February 2022 Warrants”); |
(iv) | Common Stock Purchase Warrants issued on March 9, 2022 (the “March 2022 Warrants”); |
(v) | Series C Common Stock Purchase Warrants issued on May 31, 2022 (the “Series C Warrants”); |
(vi) | Series D Common Stock Purchase Warrants issued on May 31, 2022 (the “Series D Warrants”); |
(vii) | Series E Common Stock Purchase Warrants issued on July 25, 2022 (the “Series E Warrants”); |
(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.
36
Resignation of Brad Justus
On September 21, 2022, the Board of Directors of Creatd, Inc. received notice from Brad Justus of his resignation as a member of the Board, chair of the Nominating & Corporate Governance Committee, a member of the Audit Committee and a member of the Compensation Committee, with such resignation to become effective on September 30, 2022. Such resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Resignation of Chief Executive Officer and Director
On August 9, 2022, Laurie Weisberg, the Company’s Chief Executive Officer and a member of the Board, notified the Company of her intention to resign from the positions of Chief Executive Officer, director, and any other positions held with the Company or any of its subsidiaries, regardless of whether Ms. Weisberg had been appointed. Such resignations are to become effective on a date to be determined following further discussion with the Board, but in no event later than August 31, 2022. On September 2, 2022, the Company entered into an Executive Separation Agreement with Laurie Weisberg the Company’s Chief Executive Officer and member of the Board of Directors setting forth the terms and conditions related to the Executive’s resignation for good reason as Chief Executive Officer, Director and any other positions held with the Company or any subsidiary.
Appointment of Chief Executive Officer
Effective upon Ms. Weisberg’s resignation as Chief Executive Officer, Jeremy Frommer, currently the Company’s Executive Chairman, will be appointed as Chief Executive Officer, pursuant to the Board’s approval.
Jeremy Frommer
Mr. Frommer was appointed Executive Chairman in February 2022 and has been a member of our board of directors since February 2016. Previously, he served as our Chief Executive Officer from February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022. Mr. Frommer has over 20 years of experience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in the investment banking and trading divisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until beginning concept formation for Jerrick Ventures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director of Global Prime Services at RBC Capital Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of Carlin Financial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive Officer of Carlin Financial Group after the sale of NextGen Trading, a software development company focused on building equity trading platforms. From 2002 to 2004, Mr. Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing Director of Merger Arbitrage Trading at Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June 2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve on our board of directors due to his financial and leadership experience.
Appointment of Director
Effective upon Ms. Weisberg’s resignation as a director, Justin Maury, currently the Company’s President and Chief Operating Officer, will be appointed to the Board, pursuant to the Board’s approval.
37
Justin Maury
Mr. Maury has served as our President since January 2019 and was appointed Chief Operating Officer in August 2021. A full-stack designer and product developer by training, Mr. Maury partnered with Jeremy Frommer and founded the Company in 2013, having brought with him 10 years of experience in the creative industry. Since joining Creatd in 2013, Mr. Maury has been an instrumental force in the Company’s business and revenue expansion, and has overseen the Company’s product development since inception, including overseeing the design, development, launch, and ongoing growth of the Company’s flagship product, Vocal, the innovative creator that, under Mr. Maury’s leadership, has grown to a community of over 1.5 million users with a total audience reach of over 175 million.
As a director, we believe Mr. Maury will add considerable value, including through by providing a unique perspective into Creatd’s product performance and evolution and by providing invaluable direct input to help guide the Company’s ongoing refinement of its technology roadmap and maturation of its business model.
Trigger of Price Reset
On July 29, 2022, the Company announced that it was not moving forward with its previously announced Rights Offering. In doing so, it triggered a price reset in the July 2022 Financing and the May 2022 Securities Purchase Agreement. As a result of this price reset, the May 2022 Securities Purchase Agreement debentures now have a conversion price of $1.00, and both the Series C and Series D warrants have exercise prices of $0.96. As a result of the price reset, the July 2022 Financing debentures now have a conversion price of $1.25, and both the Series E and Series F warrants have exercise prices of $1.01.
July 2022 Financing
On July 25, 2022 (the “Effective Date”), 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 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.
38
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.
Securities Purchase Agreement
On May 31, 2022, the Company entered into and closed securities purchase agreements (each, a “Purchase Agreement”) with eight accredited investors (the “Investors”), whereby the Investors purchased from the Company for an aggregate of $3,600,036 in subscription amount (i) debentures in the principal amount of $4,000,000 (the “Debentures”); (ii) 2,000,000 Series C Common Stock Purchase Warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Series C Warrants”); and (iii) 2,000,000 Series D Common Stock Purchase Warrants to purchase shares of Common Stock (the “Series D Warrants”, and collectively with the Series C Warrants, the “Warrants”). The Company and the Investors also entered into registration rights agreements (each, a “Registration Rights Agreement”) pursuant to the Purchase Agreement.
39
The Debentures have an original issue discount of 10%, have a term of six months with 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 $1.00.
The Warrants are exercisable for a term of five years from the initial exercise date of November 30, 2022, until November 30, 2027. The Series C 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 $0.96. The Series D 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 $0.96. 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 C Warrants and the Series D Warrants are to be registered within 90 days of the Effective Date.
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.
The Debentures, Warrants, Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registration for private placements based in part on the representations made by Investors, including representations with respect to each Investor’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor’s investment intent.
Results of Operations
Liquidity and Capital Resources
The following table summarizes total current assets, liabilities and working capital at September 30, 2022 compared to December 31, 2021:
September 30, 2022 | December 31, 2021 | Increase / (Decrease) | ||||||||||
Current Assets | $ | 1,680,594 | $ | 4,475,242 | $ | (2,794,648 | ) | |||||
Current Liabilities | $ | 15,172,939 | $ | 5,421,015 | $ | 9,751,924 | ||||||
Working Capital (Deficit) | $ | (13,492,345 | ) | $ | (945,773 | ) | $ | (12,546,572 | ) |
At September 30, 2022, the Company had a working capital deficit of $13,492,345 as compared to a working capital deficit of $945,773 at December 31, 2021, an increase in working capital deficit of $12,546,572. The increase is primarily attributable to the decrease in cash, accounts receivable, and prepaids and other current assets, as well as an increase in accounts payable, notes payable and deferred revenue.
40
Net Cash
Net cash used in operating activities for the nine months ended September 30, 2022, and 2021, was $13,857,189 and $15,617,065, respectively. The net loss for the nine months ended September 30, 2022, and 2021 was $25,112,331 and $24,942,247, respectively. The decrease in net cash used in operating activities reflects the decrease in net cash used in operating activities reflects a decrease in cash paid for marketing expenditures, research and development, legal fees, and accounting & audit fees. This was offset by an increase in rent and lease expenses and payroll expense.
Net cash used in investing activities for the nine months ended September 30, 2022, and 2021, was $494,192 and $1,325,155, respectively. This is primarily attributable to cash paid for property and equipment along with the cash paid for minority and majority investment in business.
Net cash provided by financing activities for the nine months ended September 30, 2022, and 2021 was $11,061,905 and $10,560,265, respectively. During the nine months ended September 30, 2022, the Company’s operations were predominantly financed by net proceeds from the issuance of common stock with warrants and from the issuance of notes. Similarly, the Company’s financing activity for the nine months ended September 30, 2021, generated $5,472,068 from the exercise of warrants, the proceeds from loans and notes of $3,931,720, and proceeds from the issuance of stock and warrants, which were partially offset by the repayment of notes and loans of $1,345,723.
Summary of Statements of Operations for the Three Months Ended September 30, 2022, and 2021:
Three Months Ended September 30, | ||||||||
2022 | 2021 | |||||||
Revenue | $ | 1,022,851 | $ | 1,179,620 | ||||
Cost of revenue | $ | 1,404,562 | $ | 1,418,213 | ||||
Operating expenses | $ | (5,595,108 | ) | $ | (6,672,381 | ) | ||
Loss from operations | $ | (5,976,819 | ) | $ | (6,910,974 | ) | ||
Other expenses | $ | (3,549,526 | ) | $ | (2,809,147 | ) | ||
Net loss | $ | (9,526,345 | ) | $ | (9,736,534 | ) | ||
Loss per common share - basic and diluted | $ | (0.45 | ) | $ | (0.71 | ) |
41
Revenue
Revenue totaled $1,022,851 for the three months ended September 30, 2022, a decrease of $156,769 as compared to $1,179,620 for the comparable three months ended September 30, 2021. Management attributes this decrease to the significant headwinds that have interrupted year-over-year growth due to supply-line disruptions and an overall decline in consumer spending.
Cost of Revenue
Cost of revenue for the three months ended September 30, 2022, were $1,404,562, relatively flat as compared to $1,418,213 for the three months ended September 30, 2021. Going forward, the Company expects the gross margin to continue to improve over time as it continues to consolidate operations across its portfolio of e-commerce brands.
Operating Expenses
Operating expenses for the three months ended September 30, 2022, were $5,595,108 as compared to $6,672,381 for the three months ended September 30, 2021. The 16% decrease of $1,077,273 in operating expenses is primarily attributable to a cost cutting program implemented by the Company to dramatically reduce expenses, including significant decreases to marketing and research and development expenditures. This program began in September of 2022, and its primary impact will be recognized in Q4 of 2022, including the impact of a significant reduction in headcount. Additionally, the company’s non-cash charges totaled $626,568, a $1,135,880 decrease from third quarter 2021. This decrease primarily represents stock-based compensation to employees and consultants during the quarter.
These decreases were offset by an increase in general and administrative expenses, as well as approximately $257,117 in one-time non-cash expenses related to the impairment of intangible assets and goodwill, as well as a one-time cash expense of $475,000 expense related to a member of management’s severance package.
Loss from Operations
Loss from operations for the three months ended September 30, 2022, was $5,976,819 as compared to $6,910,974 for the three months ended September 30, 2021. The $934,155 decrease in the loss from operations this quarter primarily reflects the Company’s decreased operating expenses, offset by the decrease in revenues.
42
Other Expenses
Other expenses for the three months ended September 30, 2022, were $3,549,526 as compared to $2,809,147 for the three months ended September 30, 2021. The decrease in third quarter 2022 other income was predominantly due to the increase from loss on extinguishment of debt and interest expense. This was offset by a decrease in change in derivative liability and accretion of debt discount and issuance cost.
Net Loss
Net loss for the three months ended September 30, 2022, was $9,526,345, as compared to a net loss of $9,797,011 for the three months ended September 30, 2021.
Net loss attributable to common shareholders for the three months ended September 30, 2022, was $9,448,271, or loss per share of $0.45, as compared to a net loss attributable to common shareholders of $9,797,011, or loss per share of $0.71, for the three months ended September 30, 2021.
Summary of Statements of Operations for the Nine Months Ended September 30, 2022, and 2021:
Nine Months Ended September 30, | ||||||||
2022 | 2021 | |||||||
Revenue | $ | 3,997,490 | $ | 2,894,390 | ||||
Cost of revenue | $ | 4,771,151 | $ | 4,160,743 | ||||
Operating expenses | $ | (20,205,866 | ) | $ | (19,971,413 | ) | ||
Loss from operations | $ | (20,979,527 | ) | $ | (21,237,766 | ) | ||
Other expenses | $ | (4,132,804 | ) | $ | (3,688,068 | ) | ||
Net loss | $ | (25,112,331 | ) | $ | (24,942,247 | ) | ||
Loss per common share - basic and diluted | $ | (1.23 | ) | $ | (2.20 | ) |
Revenue
Revenue totaled $3,997,490 for the nine months ended September 30, 2022, as compared to $2,894,390 for the comparable nine months ended September 30, 2021, an increase of $1,103,100. The 38% year-over-year increase in revenue is primarily attributable to growth within the Company’s consumer product portfolio.
Cost of Revenue
Cost of revenue for the nine months ended September 30, 2022, were $4,771,151 as compared to $4,160,743 for the nine months ended September 30, 2021. The increase of $610,408 in cost of revenue is primarily related to an increase in product-related cost of goods sold as the consumer products group expanded its operations. The Company expects the gross margin to continue to improve over time as it continues to grow a self-sustaining, organically driven revenue model across its business segments.
43
Operating Expenses
Operating expenses for the nine months ended September 30, 2022, were $20,205,866 as compared to $19,971,413 for the nine months ended September 30, 2021. The decrease of $234,453 in operating expenses is mainly related to a 50% decrease in marketing spend and a 32% decrease in stock-based compensation. This increase was partially offset by an increase in general and administrative expenses. The Company expects expenditures to decrease further due to the austerity measures put into place in late Q3 2022.
Loss from Operations
Loss from operations for the nine months ended September 30, 2022, was $20,979,527 as compared to $21,237,766 for the nine months ended September 30, 2021. The $ 258,239 increase in the loss from operations primarily reflects the Company’s increased revenues within its consumer products group coupled with lowered operating expenses.
Other Expenses
Other expenses for the nine months ended September 30, 2022, were $4,132,804 as compared to $3,688,068 for the nine months ended September 30, 2021. The increase in other income was predominantly due to the increase from loss on extinguishment of debt and interest expense. This was offset by a decrease in change in derivative liability and accretion of debt discount and issuance cost.
Net Loss
Net loss for the nine months ended September 30, 2022, was $25,112,331, as compared to a net loss of $24,942,247 for the nine months ended September 30, 2021.
Net loss attributable to common shareholders for the nine months ended September 30, 2022, was $24,130,227, or loss per share of $1.23, as compared to a net loss attributable to common shareholders of $25,413,042, or loss per share of $2.20, for the nine months ended September 30, 2021.
Off-Balance Sheet Arrangements
As of September 30, 2022, we had no off-balance sheet arrangements.
Significant Accounting Policies
Our significant accounting policies are described in Note 2 of the Financial Statements. If we complete an acquisition, we will be required to make estimates and assumptions typical of other companies. For example, we will be required to make critical accounting estimates related to valuation and accounting for business combinations. The estimates will require us to rely upon assumptions that were highly uncertain at the time the accounting estimates are made, and changes in them are reasonably likely to occur from period to period. Changes in estimates used in these and other items could have a material impact on our financial statements in the future. Our estimates will be based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates. For detailed information regarding our critical accounting policies and estimates, see our financial statements and notes thereto included in this Report and in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to our critical accounting policies and estimates from those disclosed in our most recent Annual Report on Form 10-K.
44
BUSINESS
Overview
Creatd, Inc. provides economic opportunities to creators and brands by multiplying the impact of platforms, technology, and people.
The Company has four main revenue lines, all directly related to its flagship technology platform, Vocal. The business lines complement one another, creating a flywheel effect. Working together, they provide shared data and resources to holistically leverage and organically grow the Company. Revenues are generated from creator subscriptions, consumer product sales, branded content, and IP development.
Creator-Centric Strategy
Creatd’s north star metric is to empower creators by providing best-in-class tools, supportive communities, and opportunities for monetization and audience expansion. This creator-first approach is the foundation of our culture and mission.
Creator Subscriptions
Creatd’s most scalable stream of revenues are derived from its flagship technology platform, Vocal.
Vocal was built to serve as a home base for creators. This robust, proprietary technology platform provides digital tools and resources, safe and curated communities, and monetization opportunities that enable creators to find a receptive audience and be rewarded for their content. Creators of all types call Vocal their home, from bloggers to social media influencers, to podcasters, founders, musicians, photographers, and more.
Since its initial launch in 2016, Vocal has grown to over 1.5 million registered creators and is one of the premier technology platforms for content creators of all shapes and sizes. Creators can opt to use Vocal for free, or upgrade to the premium membership tier, Vocal+. Upon joining Vocal, either as a freemium or premium member, creators can immediately begin to utilize Vocal’s storytelling tools to create and publish their stories, as well as benefit from Vocal’s monetization features. Creatd facilitates creators’ monetization on Vocal in many ways, including i) rewarding creators for each ‘read’ their story receives; ii) via Vocal Challenges, or writing contests through which creators can win cash and other rewards; iii) by awarding Bonuses; iv) by connecting creators with brands for opportunities to collaborate on Vocal for Brands branded content campaigns; v) through ’Subscribe,’ which enables creators to receive payment directly from their audience via monthly subscriptions and one-off microtransactions; vi) via Vocal’s Ambassador Program, which enables creators to receive additional rewards whenever they refer a new Vocal+ member. The Vocal app is available for both iOS and Android on the Apple App store and the Google Play store.
Vocal’s proprietary technology is built on Keystone, the same underlying open-source framework used by industry leaders in the software as a service (SaaS) space. Some of the differentiating elements of Vocal’s technology are speed, sustainability, and scalability. The Company continues to invest heavily in research and development to continuously improve and innovate its platform, with the goal of optimizing the user experience for creators, brands and their audiences. Additionally, the Vocal platform and its underlying technology maintain an advantageous capital-light infrastructure. By using cloud service providers and data segment specialists, we are able to focus on building the platform, community, and revenue rather than building and maintaining the costly internal infrastructures that have materially affected so many legacy media platforms.
Vocal’s technology has been specifically designed to significantly scale without a material corresponding increase in operational costs. While our users can embed rich media, such as video, audio, and product links, into their Vocal stories, the rich media content is hosted elsewhere (such as YouTube, Instagram, Vimeo, Shopify, and Spotify). The Vocal platform can accommodate content of all kinds without bearing the financial or operational costs associated with hosting the media itself. Creatd maintains a number of partnerships and initiatives with the primary content distribution and hosting platforms. In addition to the benefits this framework affords to the Company, it provides the additional benefit to our content creators, in that a creator can increase their monetization; for example, a creator can embed their YouTube video into a Vocal story and thus derive earnings from both platforms when their video is viewed.
45
Consumer Products Group
Creatd’s portfolio of internally owned and operated e-commerce businesses and associated technology and infrastructure make up the majority of the company’s second most scalable revenue line. The Company supports founders by providing a host of services including design and development, marketing and distribution, and go-to-market strategies. The Company expects to broaden its portfolio through the acquisition of up and coming brands that are aligned and easily consolidated into its shared supply chain, resources, and infrastructure.
This portfolio includes:
● | Camp, a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. Each of Camp’s products are created with servings of vegetables and contain Vitamins A, C, D, E, B1 + B6. Since its launch in 2020, Camp continues to add new products to its line of healthy, veggie-based, family-friendly foods, with flavors including Classic Cheddar Mac ‘N’ Cheese, White Cheddar Mac ‘N’ Cheese, Vegan Cheezy Mac, and Twist Veggie Pasta. |
● | Dune Glow Remedy (“Dune”), which the Company purchased and brought to market in 2021, is a beverage brand focused on promoting wellness and beauty from within. Each beverage in Dune’s product line is meticulously crafted with functional ingredients that nourish skin from the inside out and enhance one’s natural glow. During 2022, Dune has continued to advance its retail and wholesale distribution strategy, securing numerous partnerships including with lifestyle retailer Urban Outfitters, Equinox, and the Los Angeles-based Erewhon Market. |
● | Basis, a hydrating electrolyte drink mix formulated using rehydration therapies developed by the World Health Organization. Acquired by the Company in first quarter 2022, Basis has a history of strong sales volume both on the brand’s website as well as through third-party distribution channels such as Amazon. |
● | Brave, a plant-based food company that provides convenient and healthy breakfast food products. On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company (“Brave”). What started as a search for a better morning routine evolved into a business serving thousands of go-getters of every type. |
Branded Content
The branded content revenue line is driven primarily by its Vocal for Brands offering, the Company’s internal content studio. The business line works with premier brands developing best-in-class organic marketing campaigns. In addition to content creation, the Company generates revenues from its influencer and performance marketing agency opportunities.
Brands have a story to tell. They leverage Vocal’s creator communities to help them tell it. Vocal for Brands’ content marketing studio specializes in pairing leading brands with Vocal creators, as well as discovering new talent and introducing them to the Vocal platform. The branded content business produces marketing campaigns on the platform that are non-interruptive, engaging, and direct-response driven. Additionally, brands can opt to collaborate with Vocal on sponsored Challenges, prompting the creation of thousands of high-quality stories that are centered around the brand’s mission and further disseminated through creators’ respective social channels and promotional outlets. Vocal for Brands campaigns leverage Vocal’s first-party audience insights, which enables the creation of highly targeted, segmented audiences and optimized campaign results.
IP Development and Production
Creatd’s fourth revenue stream is driven by partnering with its top creators to produce stories for TV, film, podcasts, and print. The Vocal platform is perpetually generating intellectual property sourced and curated by a combination of human let moderation and machine learning models. With millions of compelling stories in its midst, Creatd’s Vocal technology surfaces the best candidates for transmedia adaptations, through a deep analysis of community, creator, and audience insights.
46
In 2022, Creatd announced a series of newly released and upcoming production projects, including:
● | “Write Here, Write Now,” the Company’s first-ever podcast showcasing select Vocal creators and stories; a partnership with UK-based publisher, Unbound, for the publication of books featuring stories sourced from Vocal; the formation of a new graphic novel development arm which in Fall 2022 will release its first title, Steam Wars, created by artist and independent filmmaker Larry Blamire. |
● | OG Gallery: The OG Collection is an extensive library of original artwork and imagery from the archives of some of the most iconic magazines of the 20th century. OG Gallery is an exploratory initiative aimed at identifying opportunities to propel the OG Collection into a new technological sphere: the NFT marketplace. |
Application of First-Party Data
Creatd’s shared business intelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical data harnessed from the Vocal technology platform. The team’s ability to apply its proprietary first-party data works to reduce acquisition costs for new creators and to help provide brands with conversions and an ideal targeted audience. In this way, our ability to apply first-party data is one of the value-drivers for the Company across its four business pillars. The internal teams work across the Company’s portfolio of technology product and service revenue lines.
Creatd uses its first party data to improve the Vocal platform. Specifically, data helps understand the behaviors and attributes that are common among the creators, brands, and audiences within the platform’s ecosystem. Pairing first-party Vocal data with third-party data from distribution platforms such as Instagram, Tiktok, Twitter, and Snapchat provide a more granular profile of creators, brands, and audiences. It is through generating this valuable first-party data that the Company can continually enrich and refine its targeting capabilities for branded content marketing and creator acquisition, and specifically, to reduce creator acquisition costs (CAC) and subscriber acquisition costs (SAC).
Competitive Advantage
The idea for Vocal came as a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its operational infrastructures. The depreciating value of digital media business models built on legacy technology platforms that did not efficiently access and apply data, created a unique opportunity for the development of a new type of creator-centric platform. Key to building a platform that could appeal to a global community was utilizing that data to create a win-win proposition for all constituents including creators, audiences and the brands that want to access them. The proprietary nature of Creatd’s technology and its process give the company a competitive advantage in acquiring undervalued technology assets that can be rapidly assimilated into the greater collective, thus exponentially driving future EBITDA.
Creatd’s founders built the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficiencies could create a sustainable and defensible business model. Vocal was strategically developed to provide value for content creators, readers, and brands, and to serve as a home for the ever-increasing amount of digital content being produced and the libraries of digital assets lying dormant.
Acquisition Strategy
Creatd’s hybrid finance and design culture is key to its acquisition strategy. Acquisition targets are companies that meet a set of opportunistic or financial standards or that are part of specific digital environments. Transactions are mainly accretive and targets can seamlessly integrate into Creatd’s existing revenue lines. Creatd will continue to make strategic acquisitions when presented with opportunities that are in the interest of long term shareholder value.
Corporate History and Information
We were originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc.
47
On February 5, 2016 (the “Merger Closing Date”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GPH Merger Sub, Inc., a Nevada corporation and our wholly-owned subsidiary (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as our wholly-owned subsidiary (the “Merger”). Pursuant to the terms of the Merger Agreement, we acquired, through a reverse triangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares of our common stock, par value $0.001 per share (“Common Stock”). Additionally, we assumed 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”).
Upon closing of the Merger on February 5, 2016, the Company changed its business plan to our current plan.
In connection with the Merger, on the Merger Closing Date, we entered into a Spin-Off Agreement with Kent Campbell (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased (i) all of our interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of our interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 13,030 shares of our common stock held by Mr. Campbell. In addition, Mr. Campbell assumed all of our debts, obligations and liabilities, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.
Effective February 28, 2016, we entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”), pursuant to which we became the parent company of Jerrick Ventures, LLC, our wholly-owned operating subsidiary (the “Statutory Merger”).
On February 28, 2016, we changed our name to Jerrick Media Holdings, Inc. to better reflect our new business strategy.
On July 25, 2019, we filed a certificate of amendment to our articles of incorporation, as amended (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of our common stock without any change to its par value. The Amendment became effective on July 30, 2019. The number of shares of authorized common stock was proportionately reduced as a result of the Reverse Stock Split. The number of shares of authorized preferred stock was not affected by the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to the next whole share.
All share and per share amounts for the common stock indicated in this prospectus have been retroactively restated to give effect to the Reverse Stock Split.
On September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”), a digital e-commerce agency.
On July 13, 2020, upon approval from our board of directors and stockholders, we filed Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada for the purpose of increasing our authorized shares of Common Stock to 100,000,000.
On August 13, 2020, we filed a certificate of amendment to our second amended and restated articles of incorporation (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-three (1:3) reverse stock split (the “August 2020 Reverse Stock Split”) of our common stock without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connection with the August 2020 Reverse Stock Split as all fractional shares were rounded down to the next whole share. All share and per share amounts of our common stock listed in this prospectus have been adjusted to give effect to the August 2020 Reverse Stock Split.
On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective on September 10, 2020.
On June 4, 2021, the Company acquired 89% of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant Camp”), which the Company subsequently rebranded as Camp. Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. The results of Plant Camp’s operations have been included since the date of acquisition in the Statements of Operations.
On July 20, 2021, the Company acquired 44% of the membership interests of WHE Agency, Inc. WHE Agency, Inc, is a talent management and public relations agency based in New York (“WHE”). WHE has been consolidated due to the Company’s ownership of 55% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.
48
Between October 21, 2020, and August 16, 2021, the Company acquired 21% of the membership interests of Dune, Inc. Dune, Inc. is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages.
On October 3, 2021, the Company acquired an additional 29% of the membership interests of Dune, Inc., bringing our total membership interests to 50%. Dune, Inc., has been consolidated due to the Company’s ownership of 50% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.
On March 7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability company (“Basis”). Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations.
On August 1, 2022, the Company acquired 51% of the membership interests of Orbit Media LLC, a New York limited liability company. Orbit is a app-based stock trading platform designed to empower a new generation of investors. Orbit has been consolidated due to the Company’s ownership of 51% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations.
On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company. Brave is a plant-based food company that provides convenient and healthy breakfast food products. Brave Foods, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations.
Recent Developments
Appointment of Erica Wagner to Board; Resignation of Joanna Bloor
On November 16, 2022, Erica Wagner was appointed to the Company’s Board of Directors. Ms. Wagner, age 55, joins the Board with over 25 years of experience as a journalist, broadcaster, editor and author. From 2016 through 2021, Ms. Wagner was a Lecturer, and later Senior Lecturer, at Goldsmith’s College, University of London, where she taught creative writing. Ms. Wagner was previously Lead Editorial Innovator for Creatd, Inc., has previously and currently held roles as a freelance editor, journalist, and contributing writer for numerous outlets both in the U.K. and the U.S., including The New Statesman, Harper’s Bazaar, the Economist, the Observer, the New York Times. Ms. Wagner is also a freelance literary and creative consultant for Chanel, as well as the host of their branded podcast. She has twice been a judge of the Booker Prize and has been judge and Chair of the Goldsmiths Prize. In 2015, Ms. Wagner was awarded an Honorary PhD by the University of East Anglia, and currently Goldsmith’s College Distinguished Writers’ Centre Fellow. She has an undergraduate degree from University of Cambridge, a Master’s degree from University of East Anglia, and an Honorary PhD from the University of East Anglia. As a member of Creatd’s board of directors, Ms. Wagner will add significant expertise with respect to informing the Company’s literary and creative direction, having worked closely with news organizations, commercial companies and publishers, to advise their creative direction and its application towards commercial success.
On November 17, 2022, the Board received notice from Joanna Bloor of her resignation as a director and from all committees of the Board on which she served, effective as of such date. Such resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Peter Majar to the Board; Resignation of Lorraine Hendrickson
On November 2, 2022, the Board appointed Peter Majar to the Board. Mr. Majar, age 55, Founder and Managing Member of Majar Advisors, combines over 25 years of experience in investment banking, financial services and technology, and management consulting, having held numerous senior management and executive positions including Chief Financial Officer, Head of Financial Technology, Head of Strategy, as well as several Managing Director positions. From 2015 to 2017, Mr. Majar served as Managing Director in Investment Banking and co-Head of Diversified Financial Services at Piper Jaffray & Co. (now Piper Sandler Companies). From 2017 to 2018, Mr. Majar provided management consulting services through his self-established firm, Majar Advisors LLC, which remains in operation through the present. From 2018 to 2021, Mr. Majar served as Managing Director, Head of Financial Technology at New York-based investment banking and financial advisory firm, TAP Advisors, LLC. Between 2021 and 2022, Mr. Majar served as Chief Financial Officer at information technology company Hoyos Integrity Corp., having previously served as a longtime advisor to the firm. Mr. Majar holds an undergraduate degree from University of Washington and an MBA from Columbia University. As a board director, Mr. Majar will add considerable value, including through his comprehensive and diverse investment management experience, deep knowledge of financial technology services and transactions, and broad experience with corporate development, strategy consulting, and executive leadership.
49
On November 1, 2022, the Board received notice from Lorraine Hendrickson of her resignation as a director and from all committees of the Board on which she served, effective as of such date. Ms. Hendrickson’s resignation as a member of the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Nasdaq Delisting
On September 2, 2022, the Company received a letter from the staff of The Nasdaq Capital Market notifying the Company that the Nasdaq Hearings Panel has determined to delist the Company’s common stock from the Exchange, based on the Company’s failure to comply with the listing requirements of Nasdaq Rule 5550(b)(1) as a result of the Company’s shareholder equity deficit for the period ended June 30, 2022, as demonstrated in Company’s Quarterly Report on Form 10-Q filed on August 15, 2022, following the Company having not complied with the market value of listed securities requirement in Nasdaq Rule 5550(b)(2) on March 1, 2022, while the Company was under a Panel Monitor, as had been previously disclosed. Suspension of trading in the Company’s shares on the Exchange became effective at the opening of business on September 7, 2022, at which time the Company’s common stock, under the symbol “CRTD,” and publicly-traded warrants, under the symbol “CRTDW,” was quoted on the OTCPink marketplace operated by OTC Markets Group Inc.
Following passage of the proscribed 15-day time period for appeal as stated in the Letter, on October 26, 2022, Nasdaq completed the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission.
The Company’s common stock, under the symbol “CRTD,” is quoted on the OTCQB marketplace operated by OTC Markets Group Inc. effective as of September 26, 2022. The Company’s publicly-traded warrants, under the symbol “CRTDW,” are quoted on the OTCPink marketplace operated by OTC Markets Group Inc.
Securities Purchase Agreement; Side Letter
On October 24, 2022, the Company entered into and closed securities purchase agreement (the “Purchase Agreement”) with one accredited investor (the “Investor”), whereby the Investor purchased from the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650 (the “Debenture”). The Company and the Investor also entered into a registration rights agreement (each, a “Registration Rights Agreement”) pursuant to the Purchase Agreement.
The Debenture has an original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, 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 $0.20 per share, subject to adjustment upon certain events.
In connection with its entry into the Purchase Agreement and issuance of the Debenture, the Company also entered into a side letter agreement (the “Letter Agreement”) with the holders of debentures of the Company, the Series C Warrants and Series D Warrants issued as of May 31, 2022 (the “May Investors”) and the holders of debentures of the Company, the Series E Warrants and Series F Warrants issued as of July 25, 2022 (the “July Investors”). Pursuant to the Letter Agreement each of the May Investors and the July Investors have entered into a lock-up agreement whereby they may not sell any such debentures, warrants, the shares into which such debentures may be converted, or certain shares underlying such warrants until the date that is 30 days after the date on which the registration statement registering for resale the shares of the Company’s common stock underlying the Debenture is declared effective by the Securities and Exchange Commission. Additionally, the Letter Agreement, provides that the May Investors and July Investors have agreed to a further lock up of such shares for a further 30 days upon the receipt of a certain amount of the proceeds from future potential issuances of debentures, common stock or similar securities by the Company. Further additionally, pursuant to the Letter Agreement, the May Investors and the July Investors have agreed to exchange and return for cancellation the Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants, receiving replacement warrants from the Company (the “Replacement Warrants”), in consideration for (i) the Company’s payment of $750,000 of the proceeds from the sale of the Debenture to the May Investors and July Investors on a pro rata basis and (ii) the Company’s agreement to pay, on a pro rata basis to the May Investors and July Investors, the greater of (x) $750,000 and (y) 50% of the gross proceeds raised in a subsequent financing. The Replacement Warrants reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant.
50
Common Stock Purchase Agreement, Securities Purchase Agreement and Promissory Note
On October 20, 2022, the Company entered into a Common Stock Purchase Agreement (the “Investment Agreement”) with Coventry (the “Investor”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing on the trading day immediately following date of effectiveness of the Registration Statement (as defined below), the Investor shall purchase up to $15,000,000 of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to Drawdown Notices (as defined below), covering the Registrable Securities (as defined below). The purchase price of the Shares under the Investment Agreement is equal to 82% of the lowest volume weighted average price (VWAP) during the last ten trading days prior to the date the Company delivers to the Investor a Put notice (a “Drawdown Notice”) in writing requiring Investor to purchase shares of the Company, subject to the terms of the Investment Agreement.
On October 20, 2022, the Company also entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investor, pursuant to which the Company issued to the Investor on that date a Promissory Note (the “Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, which the Investor funded on October 20,2022. The proceeds of the Note will be used by the Company for general working capital purposes.
The Note bears interest at the rate of 10% per annum. Starting on the fifth month anniversary of the funding of the Note, and for the next six months thereafter, the Company will make seven equal monthly payments of $47,142.85 to the Investor.
On October 20, 2022, in connection with the entry by the Company and the Investor into the economic agreements, (i.e., the Investment Agreement, the Purchase Agreement, and the Note and the funding thereof), the Company issued 800,000 shares of its common stock to the Investor.
Securities Purchase Agreement
On September 15, 2022, Creatd, Inc., 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 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 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”).
51
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 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:
(i) | Original Issue Discount Senior Convertible Debentures issued on May 31, 2022 (the “May 2022 Debentures”); | |
(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”); | |
(iii) | Common Stock Purchase Warrants issued on February 28, 2022 (the “February 2022 Warrants”); | |
(iv) | Common Stock Purchase Warrants issued on March 9, 2022 (the “March 2022 Warrants”); | |
(v) | Series C Common Stock Purchase Warrants issued on May 31, 2022 (the “Series C Warrants”); | |
(vi) | Series D Common Stock Purchase Warrants issued on May 31, 2022 (the “Series D Warrants”); | |
(vii) | Series E Common Stock Purchase Warrants issued on July 25, 2022 (the “Series E Warrants”); | |
(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.
52
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.
Resignation of Brad Justus
On September 21, 2022, the Board of Directors of Creatd, Inc. received notice from Brad Justus of his resignation as a member of the Board, chair of the Nominating & Corporate Governance Committee, a member of the Audit Committee and a member of the Compensation Committee, with such resignation to become effective on September 30, 2022. Such resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Resignation of Chief Executive Officer and Director
On August 9, 2022, Laurie Weisberg, the Company’s Chief Executive Officer and a member of the Board, notified the Company of her intention to resign from the positions of Chief Executive Officer, director, and any other positions held with the Company or any of its subsidiaries, regardless of whether Ms. Weisberg had been appointed. Such resignations are to become effective on a date to be determined following further discussion with the Board, but in no event later than August 31, 2022. On September 2, 2022, the Company entered into an Executive Separation Agreement with Laurie Weisberg the Company’s Chief Executive Officer and member of the Board of Directors setting forth the terms and conditions related to the Executive’s resignation for good reason as Chief Executive Officer, Director and any other positions held with the Company or any subsidiary.
Appointment of Chief Executive Officer
Effective upon Ms. Weisberg’s resignation as Chief Executive Officer, Jeremy Frommer, currently the Company’s Executive Chairman, will be appointed as Chief Executive Officer, pursuant to the Board’s approval.
Jeremy Frommer
Mr. Frommer was appointed Executive Chairman in February 2022 and has been a member of our board of directors since February 2016. Previously, he served as our Chief Executive Officer from February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022. Mr. Frommer has over 20 years of experience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in the investment banking and trading divisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until beginning concept formation for Jerrick Ventures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director of Global Prime Services at RBC Capital Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of Carlin Financial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive Officer of Carlin Financial Group after the sale of NextGen Trading, a software development company focused on building equity trading platforms. From 2002 to 2004, Mr. Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing Director of Merger Arbitrage Trading at Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June 2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve on our board of directors due to his financial and leadership experience.
53
Appointment of Director
Effective upon Ms. Weisberg’s resignation as a director, Justin Maury, currently the Company’s President and Chief Operating Officer, will be appointed to the Board, pursuant to the Board’s approval.
Justin Maury
Mr. Maury has served as our President since January 2019 and was appointed Chief Operating Officer in August 2021. A full-stack designer and product developer by training, Mr. Maury partnered with Jeremy Frommer and founded the Company in 2013, having brought with him 10 years of experience in the creative industry. Since joining Creatd in 2013, Mr. Maury has been an instrumental force in the Company’s business and revenue expansion, and has overseen the Company’s product development since inception, including overseeing the design, development, launch, and ongoing growth of the Company’s flagship product, Vocal, the innovative creator that, under Mr. Maury’s leadership, has grown to a community of over 1.5 million users with a total audience reach of over 175 million.
As a director, we believe Mr. Maury will add considerable value, including through by providing a unique perspective into Creatd’s product performance and evolution and by providing invaluable direct input to help guide the Company’s ongoing refinement of its technology roadmap and maturation of its business model.
Trigger of Price Reset
On July 29, 2022, the Company announced that it was not moving forward with its previously announced Rights Offering. In doing so, it triggered a price reset in the July 2022 Financing and the May 2022 Securities Purchase Agreement. As a result of this price reset, the May 2022 Securities Purchase Agreement debentures now have a conversion price of $1.00, and both the Series C and Series D warrants have exercise prices of $0.96. As a result of the price reset, the July 2022 Financing debentures now have a conversion price of $1.25, and both the Series E and Series F warrants have exercise prices of $1.01.
July 2022 Financing
On July 25, 2022 (the “Effective Date”), 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 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.
54
Securities Purchase Agreement
On May 31, 2022, the Company entered into and closed securities purchase agreements (each, a “Purchase Agreement”) with eight accredited investors (the “Investors”), whereby the Investors purchased from the Company for an aggregate of $3,600,036 in subscription amount (i) debentures in the principal amount of $4,000,000 (the “Debentures”); (ii) 2,000,000 Series C Common Stock Purchase Warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Series C Warrants”); and (iii) 2,000,000 Series D Common Stock Purchase Warrants to purchase shares of Common Stock (the “Series D Warrants”, and collectively with the Series C 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 term of six months with 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 $1.00.
The Warrants are exercisable for a term of five years from the initial exercise date of November 30, 2022, until November 30, 2027. The Series C 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 $0.96. The Series D 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 $0.96. 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 C Warrants and the Series D Warrants are to be registered within 90 days of the Effective Date.
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.
The Debentures, Warrants, Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registration for private placements based in part on the representations made by Investors, including representations with respect to each Investor’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor’s investment intent.
55
Employees
As of September 30, 2022, we had 24 full-time employees and 12 part-time employees. None of our employees are subject to a collective bargaining agreement, and we believe our relationship with our employees to be good.
We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel. Our human capital resources objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.
Facilities
Our corporate headquarters consists of a total of approximately 8,000 square feet and is located at 419 Lafayette Street, 6th Floor, New York, NY 10003. The current lease term is effective May 1, 2022 through April 30, 2029, with monthly rent of $39,000 for the first year of the leasing period, and an increase in rent of 3% for every year thereafter. Previously in 2022, the Company also had additional office space located at 648 Broadway, Suite 200, New York, NY 10012. The lease term was effective September 9, 2021 through September 9, 2022, with monthly rent of $12,955 for the leasing period. During 2021, the Company also had additional office space located at 2050 Center Ave, Suite 640 and Suite 660, Fort Lee, NJ 07024. The lease term was effective June 5, 2018 through July 5, 2023, with monthly rent of $7,693 for the first year and increases at a rate of 3% for each subsequent year thereafter. Subsequent to December 31, 2021, the Company reached an agreement with the landlord at the New Jersey location to terminate the lease effective February 28, 2022.
Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
On or about August 30, 2021, Robert W. Monster and Anonymize, Inc. (“Monster”) filed a lawsuit in the United States District Court for the Western District of Washington at Seattle, Robert W. Monster, et al. v. Creatd, Inc., et al. (Western District of Washington at Seattle 2:21-CV-1177). The Complaint alleges, among other things, that action for Declaratory Judgment under 28 U.S.C. § 2201 that Monster’s registration and use of the internet domain name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under the Anticybersquatting Consumer Protection Act (“ACPA”), 15 U.S.C. § 1125(d), or otherwise under the Lanham Act, 15 U.S.C. § 1051 et seq. Creatd claims trademark rights and certain other rights with respect to the term and the domain name VOCL.COM. Monster seeks a determination by the Court that Monster’s registration and/or use of VOCL.COM is not, and has not been in violation of the ACPA, and that Plaintiffs’ use of VOCL.COM constitutes neither a violation of the ACPA nor trademark infringement or dilution under the Lanham Act. Creatd believes the lawsuit lacks merit and will vigorously challenge the action. At this time, we are unable to estimate potential damage exposure, if any, related to the litigation.
A complaint against the Company, dated September 21, 2022, has been filed in the Supreme Court of the State of New York, New York County, by Lind Global Macro Fund LP and Lind Global Fund II LP, making certain claims alleging breach of contract related to two Securities Purchase Agreements executed on May 31, 2022, seeking damages in excess of $920,000. On November 18, 2022, Creatd filed a motion to dismiss the Complaint in its entirety. No response to the motion to dismiss has been filed to date. Given the premature nature of this case, it is still too early for the Company to make an assessment as to liability.
Corporate Information
The Company’s address is 419 Lafayette Street, 6th Floor, New York, NY 10003. The Company’s telephone number is (201) 258-3770. Our website is https://creatd.com. The information on, or that can be accessed through, this website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase the securities.
56
MANAGEMENT
The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers as of the date of this prospectus:
Name | Age | Positions | ||||
Jeremy Frommer | 53 | Chief Executive Officer, Executive Chairman of the Board of Directors | ||||
Peter Majar | 58 | Director | ||||
Erica Wagner | 55 | Director | ||||
Justin Maury | 33 | Chief Operating Officer, President and Director | ||||
Chelsea Pullano | 31 | Chief Financial Officer |
Jeremy Frommer – Executive Chairman and Co-Founder
Mr. Frommer was appointed Executive Chairman in February 2022 and has been a member of our board of directors since February 2016. Previously, he served as our Chief Executive Officer from February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022. Mr. Frommer has over 20 years of experience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in the investment banking and trading divisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until beginning concept formation for Jerrick Ventures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director of Global Prime Services at RBC Capital Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of Carlin Financial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive Officer of Carlin Financial Group after the sale of NextGen Trading, a software development company focused on building equity trading platforms. From 2002 to 2004, Mr. Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing Director of Merger Arbitrage Trading at Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June 2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve on our board of directors due to his financial and leadership experience.
Peter Majar– Director
Mr. Majar joined the Board in November 2022. Mr. Majar, Founder and Managing Member of Majar Advisors, previously held numerous senior management and executive positions including Chief Financial Officer, Head of Financial Technology, Head of Strategy, as well as several Managing Director positions. From 2015 to 2017, Mr. Majar served as Managing Director in Investment Banking and co-Head of Diversified Financial Services at Piper Jaffray & Co. (now Piper Sandler Companies). From 2017 to 2018, Mr. Majar provided management consulting services through his self-established firm, Majar Advisors LLC, which remains in operation through the present. From 2018 to 2021, Mr. Majar served as Managing Director, Head of Financial Technology at New York-based investment banking and financial advisory firm, TAP Advisors, LLC. Between 2021 and 2022, Mr. Majar served as Chief Financial Officer at information technology company Hoyos Integrity Corp., having previously served as a longtime advisor to the firm. Mr. Majar holds an undergraduate degree from University of Washington and an MBA from Columbia University. As a board director, Mr. Majar will add considerable value, including through his comprehensive and diverse investment management experience, deep knowledge of financial technology services and transactions, and broad experience with corporate development, strategy consulting, and executive leadership.
Erica Wagner – Director
Ms. Wagner joined the Board in November 2022. From 2016 through 2021, Ms. Wagner was a Lecturer, and later Senior Lecturer, at Goldsmith’s College, University of London, where she taught creative writing. Ms. Wagner was previously Lead Editorial Innovator for Creatd, Inc., has previously and currently held roles as a freelance editor, journalist, and contributing writer for numerous outlets both in the U.K. and the U.S., including The New Statesman, Harper’s Bazaar, the Economist, the Observer, the New York Times. Ms. Wagner is also a freelance literary and creative consultant for Chanel, as well as the host of their branded podcast. She has twice been a judge of the Booker Prize and has been judge and Chair of the Goldsmiths Prize. In 2015, Ms. Wagner was awarded an Honorary PhD by the University of East Anglia, and currently Goldsmith’s College Distinguished Writers’ Centre Fellow. She has an undergraduate degree from University of Cambridge, a Master’s degree from University of East Anglia, and an Honorary PhD from the University of East Anglia. As a member of Creatd’s board of directors, Ms. Wagner will add significant expertise with respect to informing the Company’s literary and creative direction, having worked closely with news organizations, commercial companies and publishers, to advise their creative direction and its application towards commercial success.
57
Justin Maury – Chief Operating Officer, Co-Founder and Director
Mr. Maury has served as our President since January 2019, and was appointed Chief Operating Officer in August 2021. He is a full stack design director with an expertise in product development. With over ten years of design and product management experience in the creative industry, Mr. Maury’s passion for the creative arts and technology ultimately resulted in the vision for Vocal. Since joining Creatd in 2013, Maury has overseen the development and launch of the company’s flagship product, Vocal, an innovative platform that provides storytelling tools and engaged communities for creators and brands to get discovered while funding their creativity. Under Maury’s supervision, Vocal has achieved growth to over 380,000 creators across 34 genre-specific communities in its first two years since launch.
Chelsea Pullano – Chief Financial Officer
Ms. Pullano has been our Chief Financial Officer since June 2020. She has a long history of leadership at Creatd, serving as a member of the Company’s Management Committee for four years. Prior to her current role, Ms. Pullano was an integral member of our finance department since 2017, most recently serving as our Head of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act and other financial matters. Prior to joining the Finance Department, Ms. Pullano was a member of our operations team from 2015 to 2017. She holds a B.A. from the State University of New York College at Geneseo.
Director Terms; Qualifications
Members of our board of directors serve until the next annual meeting of stockholders, or until their successors have been duly elected.
When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the board of directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the board of directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director.
Director or Officer Involvement in Certain Legal Proceedings
There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.
Directors and Officers Liability Insurance
The Company has directors’ and officers’ liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance also insures the Company against losses, which it may incur in indemnifying its officers and directors. In addition, officers and directors also have indemnification rights under applicable laws, and the Company’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.
58
Director Independence
The listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) require that independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with it that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, the board of directors has determined that Peter Majar is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director, and any transactions involving them described in the section captioned “—Certain relationships and related transactions and director independence.”
Board Committees
The Company’s Board has established three standing committees: Audit, Compensation, and Nominating and Corporate Governance. Each of the committees operates pursuant to its charter. The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to the charters. The responsibilities of each committee are described in more detail below.
Nasdaq permits a phase-in period of up to one year for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee independence requirements. Under the initial public offering phase-in period, only one member of each committee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence requirements within one year from the effectiveness of our registration statement.
Audit Committee
The Audit Committee, among other things, will be responsible for:
● | Appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; |
● | Reviewing the internal audit function, including its independence, plans, and budget; |
● | Approving, in advance, audit and any permissible non-audit services performed by our independent auditor; |
● | Reviewing our internal controls with the independent auditor, the internal auditor, and management; |
● | Reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; |
● | Overseeing our financial compliance system; and |
● | Overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology. |
The board of directors has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and Nasdaq listing rules. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr. Majar meets the qualifications of an Audit Committee financial expert.
The Audit Committee consists of Mr. Majar, Chair.
59
Compensation Committee
The Compensation Committee will be responsible for:
● | Reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO; |
● | Overseeing and administering the Company’s executive compensation plans, including equity-based awards; |
● | Negotiating and overseeing employment agreements with officers and directors; and |
● | Overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives. |
The board of directors has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee.
The Compensation Committee consists of Mr. Majar, who serves as chair, and Ms. Wagner. The board of directors has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to compensation committee members under SEC rules and Nasdaq listing rules. The Company believes that the composition of the Compensation Committee meets the requirements for independence under, and the functioning of such Compensation Committee will comply with, any applicable requirements of the rules and regulations of Nasdaq listing rules and the SEC.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee, among other things, is responsible for:
● | Reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues; | |
● | Evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole; | |
● | Working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee; | |
● | Annually presenting to the Board a list of individuals recommended to be nominated for election to the Board; | |
● | Reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and Committee Charters; | |
● | Recommending to the Board individuals to be elected to fill vacancies and newly created directorships; | |
● | Overseeing the Company’s compliance program, including the Code of Conduct; and | |
● | Overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures. |
The board of directors has adopted a written charter setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee.
The Nominating and Corporate Governance Committee consists of Ms. Wagner, who serves as chair, and Mr. Majar. The Company’s board of directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines of Nasdaq listing rules.
60
Compensation Committee Interlocks and Insider Participation
None of the Company’s executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s board of directors or its compensation committee. None of the members of the Company’s compensation committee is, or has ever been, an officer or employee of the company.
Code of Business Conduct and Ethics
The Company’s Board of Directors has adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on the Company’s website. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by the Company’s board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.
Corporate Governance Guidelines
The Company’s board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq.
Delinquent Section 16(A) Reports
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company. Based solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange Commission, the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure filings late for transactions:
● | Mr. Mark Standish filed one Form 4 late with respect to one transaction; |
● | Mr. Arthur Rosen filed one Form 5 for late filings with respect to five transactions; and |
● | Mr. Eric Ellis Goldberg filed one Form 4 for late filings with respect to two transactions, and one Form 3 late with respect to two transactions. |
61
EXECUTIVE COMPENSATION
The following information is related to the compensation paid, distributed or accrued by us for the years ended December 31, 2021 and December 31, 2020 for our Chief Executive Officer (principal executive officer) serving during the year ended December 31, 2021 and the three other executive officers serving at December 31, 2021 whose total compensation exceeded $100,000 (the “Named Executive Officers”).
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All
Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
Laurie Weisberg | 2021 | $ | 313,750 | $ | 25,000 | $ | 20,226 | $ | 763,894 | - | - | $ | 24,925 | (1) | $ | 1,147,795 | ||||||||||||||||||||
Chief Executive Officer | 2020 | $ | 60,577 | $ | - | - | - | - | - | $ | 7,875 | (2) | $ | 68,452 | ||||||||||||||||||||||
Justin Maury | 2021 | $ | 306,923 | $ | 5,000 | - | $ | 1,479,328 | - | - | $ | 7,919 | (3) | $ | 1,799,170 | |||||||||||||||||||||
President & Chief Operating Officer | 2020 | $ | 147,009 | - | $ | 412,204 | (9) | $ | 713,563 | - | - | $ | 7,920 | (4) | $ | 1,280,696 | ||||||||||||||||||||
Chelsea Pullano | 2021 | $ | 207,616 | $ | - | - | $ | 610,052 | - | - | $ | 7,632 | (5) | $ | 825,300 | |||||||||||||||||||||
Chief Financial Officer | 2020 | $ | 123,500 | - | $ | 38,050 | (10) | $ | 522,121 | - | - | $ | 1,908 | (6) | $ | 685,579 | ||||||||||||||||||||
Jeremy Frommer | 2021 | $ | 665,433 | $ | 200,000 | - | $ | 1,709,628 | - | - | $ | 98,237 | (7) | $ | 2,673,298 | |||||||||||||||||||||
Executive Chairman | 2020 | $ | 234,231 | $ | 182,000 | $ | 469,255 | (11) | $ | 931,339 | - | - | $ | 86,686 | (8) | $ | 1,903,511 |
(1) | The $24,925 includes payment to Ms. Weisberg for health insurance. |
(2) | The $7,875 includes payment to Ms. Weisberg for health insurance. |
(3) | The $7,919 includes payment to Mr. Maury for health insurance. |
(4) | The $7,920 includes payment to Mr. Maury for health insurance. |
(5) | The $7,632 includes payment to Ms. Pullano for health insurance. |
(6) | The $1,908 includes payment to Ms. Pullano for health insurance. |
(7) | The $98,237 includes payment to Mr. Frommer for living expenses, health insurance and a vehicle allowance. |
(8) | The $86,686 includes payment to Mr. Frommer for living expenses, health insurance and a vehicle allowance. |
(9) | On May 13, 2020, the Company exchanged 167,955 stock options for 251,933 shares of Common Stock. $403,604 is attributable to this exchange. $8,660 of this amount is attributable to the issuance of shares in lieu of wages. |
(10) | On May 13, 2020, the Company exchanged 14,205 stock options for 21,308 shares of Common Stock. |
(11) | On May 13, 2020, the Company exchanged 200,000 stock options for 300,000 shares of Common Stock. $456,134 is attributable to this exchange. $12,121 of this amount is attributable to the issuance of shares in lieu of wages. |
Employment Agreements
As of December 31, 2021, the Company had not entered into any employment agreements, but has entered into such agreements with its Chief Executive Officer, Executive Chairman, President& Chief Operating Officer, and Chief Financial Officer subsequent to December 31, 2021.
62
2020 Equity Incentive Plan
Our 2020 Equity Incentive Plan (the “2020 Plan”) provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards and there are 2,500,000 shares originally reserved under the 2020 Plan.
No further awards may be issued under the Jerrick Ventures 2015 Incentive and Award Plan (the “2015 Plan”), but all awards under the 2015 Plan that are outstanding as of the Effective Date will continue to be governed by the terms, conditions and procedures set forth in the 2015 Plan and any applicable award agreement.
Outstanding Equity Awards at Fiscal Year-End 2021
At December 31, 2021, we had outstanding equity awards as follows:
Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Weighted Average Exercise Price | Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||||||||||||||
Jeremy Frommer (1) | 210,188 | 400,000 | - | $ | 5.94 | February 19, 2028 (5) | - | $ | - | - | - | |||||||||||||||||||||||
Laurie Weisberg (2) | 137,667 | 87,083 | - | $ | 7.13 | February 19, 2028 (6) | - | $ | - | - | - | |||||||||||||||||||||||
Justin Maury (3) | 149,333 | 374,000 | - | $ | 5.93 | February 19, 2028 (7) | - | $ | - | - | - | |||||||||||||||||||||||
Chelsea Pullano (4) | 87,000 | 150,000 | - | $ | 4.37 | February 19, 2028 (8) | - | $ | - | - | - |
(1) | Effective February 5, 2016, to August 13, 2021, Jeremy Frommer was appointed as our Chief Executive Officer. Starting August 13, 2021, Jeremy Frommer was appointed Co-Chief Executive Officer with Laurie Weisberg. |
(2) | Effective September 28, 2020, to August 13, 2021, Laurie Weisberg was appointed as our Chief Operating Officer. Starting August 13, 2021, Laurie Weisberg Co-Chief Executive Officer with Jeremy Frommer. |
(3) | Effective January 31, 2019, to August 13, 2021, Justin Maury was appointed as our President. Starting August 13, 2021, Justin Maury was appointed Chief Operating Officer in addition to President. |
(4) | Effective June 29, 2020, Chelsea Pullano was appointed Chief Financial Officer. |
(5) | 121,000 options expire on October 28, 2026, 200,000 options expire on February 19, 2027, 200,000 options expire on February 19, 2028. |
(6) | 53,750 options expire on February 4, 2026, 121,000 options expire on October 28, 2026, 25,000 options expire on February 19, 2027, 25,000 options expire on February 19, 2028. |
(7) | 81,000 options expire on October 28, 2026, 187,000 options expire on February 19, 2027, 187,000 options expire on February 19, 2028. |
(8) | 37,000 options expire on October 28, 2026, 75,000 options expire on February 19, 2027, 75,000 options expire on February 19, 2028. |
63
Director Compensation
The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2021. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2021.
Director | Option Awards (1) | Fees Earned or Paid in Cash | Total | |||||||||
Mark Standish (4) | $ | 340,414 | $ | - | $ | 340,414 | ||||||
Mark Patterson (2) | $ | 131,845 | $ | - | $ | 131,845 | ||||||
Leonard Schiller (4) | $ | 171,453 | $ | - | $ | 171,453 | ||||||
LaBrena Martin (4) | $ | 169,078 | $ | - | $ | 169,078 | ||||||
Laurie Weisberg (3) | $ | 763,894 | $ | - | $ | 763,894 |
(1) | Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718. |
(2) | Mark Patterson resigned from the board of directors effective July 31, 2021. |
(3) | Laurie Weisberg was appointed the Company’s Chief Operating Officer on September 28, 2020. |
(4) | Mark Standish, Leonard Schiller, and LaBrena Martin resigned from the board of directors subsequent to December 31, 2021. |
64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following includes a summary of transactions during our fiscal years ended December 31, 2021 and December 31, 2020 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.
Revenue
During the year ended December 31, 2021 the Company received revenue of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee.
The July 2020 Convertible Note Offering
From July 2020 to September 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July 2020 Investors”) for aggregate gross proceeds of $50,000. The July 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates.
The July 2020 Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”).
Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.
The conversion feature of the July 2020 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $9,812, the discount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost.
The Company recorded a $21,577 debt discount relating to 3,922 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.
During the year ended December 31, 2020, the Company converted $50,000 of principal and $630 of unpaid interest into the September 2020 Equity Raise.
The January 2020 Rosen Loan Agreement
On January 14, 2020, the Company entered into a loan agreement (the “January 2020 Rosen Loan Agreement”), whereby the Company issued a promissory note in the principal amount of $150,000 (the “January 2020 Rosen Note”). Pursuant to the January 2020 Rosen Loan Agreement, the January 2020 Rosen Note accrues interest at a fixed amount of $2,500 for the duration of the note.
During the year ended December 31, 2020 the Company repaid $150,000 in principal and $15,273 in interest.
The February Banner 2020 Loan Agreement
On February 15, 2020, the Company entered into a loan agreement (the “February 2020 Banner Loan Agreement”), whereby the Company issued a promissory note in the principal amount of $9,900 (the “February 2020 Note”) for expenses paid on behalf of the Company by an employee. Pursuant to the February 2020 Loan Agreement, the February 2020 Note bears interest at a rate of $495. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 49 shares of the Company’s common stock at a purchase price of $18.00 per share.
During the year ended December 31, 2020 the Company repaid $9,900 in principal and $495 in interest.
65
The February 2020 Frommer Loan Agreement
On February 18, 2020, the Company entered into a loan agreement (the “February 2020 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $2,989 (the “February 2020 Frommer Note”). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a five-year warrant to purchase 15 shares of the Company’s common stock at a purchase price of $18.00 per share. Pursuant to the February 2020 Frommer Loan Agreement, the note is payable on the maturity date of February 28, 2020 (the “February 2020 Frommer Maturity Date”).
During the year ended December 31, 2020 the Company repaid $2,989 in principal and $160 in interest.
The September 2020 Goldberg Loan Agreement
On September 15, 2020, the Company entered into a loan agreement (the “September 2020 Goldberg Loan Agreement”) with Goldberg whereby the Company issued a promissory note of $16,705 (the “September 2020 Goldberg Note”). Pursuant to the September 2020 Goldberg Loan Agreement, the September 2020 Goldberg Note has an interest rate of 7%. The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September 2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under note are due. The September 2020 Goldberg Loan is secured by the tangible and intangible property of the Company.
Since the September 2020 Goldberg Note has a make-whole provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature of gave rise to a derivative liability of $2,557,275 which was recorded as a loss on extinguishment of debt.
During the year ended December 31, 2020 the Company accrued interest of $347.
The September 2020 Rosen Loan Agreement
On September 15, 2020, the Company entered into a loan agreement (the “September 2020 Rosen Loan Agreement”) with Rosen whereby the Company issued a promissory note of $3,295 (the “September 2020 Rosen Note”). Pursuant to the September 2020 Rosen Loan Agreement, the September 2020 Rosen Note has an interest rate of 7%. The maturity date of the September 2020 Rosen Note is September 15, 2022 (the “September 2020 Rosen Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the note are due. The September 2020 Rosen Loan is secured by the tangible and intangible property of the Company.
Since the September 2020 Rosen Note has a make-whole provision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature of gave rise to a derivative liability of $504,413 which was recorded as a loss on extinguishment of debt.
During the year ended December 31, 2020 the Company accrued interest of $67.
66
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information, as of November 22, 2022, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. The address for each person is 419 Lafayette Street, 6th Floor, New York, NY 10003.
Shares Beneficially Owned(1) | Percentage Ownership | |||||||
Executive Officers and Directors | ||||||||
Jeremy Frommer | 2,015,401 | (2) | 6.48 | % | ||||
Justin Maury | 1,160,536 | (3) | 3.77 | % | ||||
Chelsea Pullano | 420,818 | (4) | 1.40 | % | ||||
Erica Wagner | 32,767 | (5) | * | % | ||||
Peter Majar | — | 0 | % | |||||
All current directors and officers as a group | 3,629,522 | 11.76 | % |
* | less than one percent |
(1) | The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities over which the person has or shares voting or investment power or securities which the person has the right to acquire within 60 days. |
(2) | Includes 699,862 shares of common stock, 1,121,188 shares of common stock underlying stock options, and 194,351 shares of common stock underlying warrants. |
(3) | Includes 159,060 shares of common stock, 994,333 shares of common stock underlying stock options, and 7,143 shares of common stock underlying warrants. |
(4) | Includes 44,818 shares of common stock, 374,000 shares of common stock underlying stock options and 2,000 shares of common stock underlying warrants. |
(5) | Includes 5,714 shares of common stock, 20,000 shares of common stock underlying stock options and 25,714 shares of common stock underlying warrants. |
Securities Authorized for Issuance Under Equity Compensation Plans
As of December 31, 2021, we had awards outstanding under our 2020 Equity Incentive Plan:
Number of securities to be issued upon exercise of outstanding options and warrants | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 2,950,402 | (1) | $ | 7.07 | 351,515 | |||||||
Equity compensation plans not approved by stockholders | N/A | N/A | N/A | |||||||||
Total | 2,950,402 | $ | 7.07 | 351,515 |
(1) | During the year ended December 31, 2021, we had awards outstanding under the 2020 Plan. As of the end of fiscal year 2021, we had 3,039,308 shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2020 Plan. The securities available under the Plan for issuance and issuable pursuant to exercises of outstanding options may be adjusted in the event of a change in outstanding stock by reason of stock dividend, stock splits, reverse stock splits, etc. Pursuant to the terms of the 2020 Plan we can grant stock options, restricted stock unit awards, and other awards at levels determined appropriate by our Board and/or compensation committee. The 2020 Plan also allows us to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees, |
67
SELLING SHAREHOLDER
The selling security holder identified in this prospectus may offer and sell:
1. | 8,200,000 Shares of our Common Stock to be purchased by Coventry pursuant to the Investment Agreement, registered for resale herein, and would represent approximately 27.5% of our issued and outstanding shares of common stock as of November 22, 2022 and including the issuance of such shares to be purchased and Commitment Fee Shares to be issued; |
2. | 800,000 Commitment Fee Shares issued to Coventry on October 20, 2022, which represents less than 2.7% of our issued and outstanding shares of common stock as of November 22, 2022 and including the issuance of such shares to be purchased and Commitment Fee Shares to be issued. |
The selling security holder identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares to be Offered” in the table below.
Coventry will be deemed to be an underwriter within the meaning of the Securities Act. Any profits realized by the selling shareholder may be deemed to be underwriting commissions.
We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling shareholder upon termination of this offering, because the selling security holder may offer some or all of the common stock being registered on its behalf under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.
The following table sets forth the name of the selling shareholder, the number of shares of our common stock beneficially owned by such stockholder before this offering, the number of shares to be offered for such stockholders’ account and the number and (if one percent or more) the percentage of the class to be beneficially owned by such stockholders after completion of the offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days of the date as of which the information is provided, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 29,768,242 shares of our common stock outstanding as of November 22, 2022 and including the issuance of such shares to be purchased and Commitment Fee Shares to be issued.
68
Unless otherwise set forth below, (a) the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the selling shareholder’s name, subject to community property laws, where applicable, and (b) no selling shareholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.
Name of Selling Shareholder |
Shares Beneficially Owned Prior to Offering |
Shares to be Offered |
Amount Beneficially |
|||||||||
Coventry Enterprises, LLC | 800,000 | 9,000,000 | (1)(2)(3)(4) | 0 | (2) |
Notes:
1) | Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table. |
2) | Because the selling security holder may offer and sell all or only some portion of the 9,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that the selling shareholder will hold upon termination of the offering. The column titled “Amount Beneficially Owned After Offering” assumes that the selling shareholder will sell all of its Shares. |
3) | Consists of up 8,200,000 shares of common stock to be sold by Coventry pursuant to Put Notices we issue to Coventry pursuant to the Investment Agreement. |
4) | Includes 800,000 Commitment Shares issued to Coventry on October 20, 2022. |
69
DESCRIPTION OF SECURITIES
The following description of the Company’s capital stock and provisions of its Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are summaries and are qualified by reference to the Company’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.
Description of Stock
The Company is authorized to issue 120,000,000 shares of capital stock, par value $0.001 per share, of which 100,000,000 are shares of common stock and 20,000,000 are shares of “blank check” preferred stock. As of November 22, 2022, there were 29,768,242 shares of common stock issued and outstanding. There were 500 shares of Preferred Series E Stock issued or outstanding as of November 22, 2022.
On August 13, 2020, we filed a certificate of amendment to our Second Amended and Restated Articles of Incorporation (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-three (1:3) reverse stock split (the “August 2020 Reverse Stock Split”) of our common stock without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connection with the August 2020 Reverse Stock Split as all fractional shares were rounded down to the next whole share.
The holders of the Common Stock are entitled to one vote per share. In addition, the holders of the Company’s common stock will be entitled to receive dividends ratably, if any, declared by the Company’s board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of the Company’s common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of the Company’s common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of the Company’s common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future.
The Common Stock is quoted on the OTCQB under the trading symbol “CRTD.”
The Company’s transfer agent is Pacific Stock Transfer.
Applicable Anti-Takeover Law
Set forth below is a summary of provisions in our Articles of Incorporation and the Bylaws that could have the effect of delaying or preventing a change in control of the Company. The following description is only a summary and it is qualified by refence our Articles of Incorporation, Bylaws and relevant provisions of the Nevada Revised Statutes.
No Cumulative Voting
Our Articles of Incorporation and the Bylaws do not provide holders of our common stock cumulative voting rights in the election of directors. The absence of cumulative voting could have the effect of preventing stockholders holding a minority of our shares of common stock from obtaining representation on our board of directors. The absence of cumulative voting might also, under certain circumstances, render more difficult or discourage a merger, tender offer or proxy contest favored by a majority of our stockholders, the assumption of control by a holder of a large block of our stock or the removal of incumbent management.
70
PLAN OF DISTRIBUTION
We are registering the Common Shares to permit the resale of those Common Shares under the Securities Act from time to time after the date of this Prospectus at the discretion of the holders of such Common Shares. We will not receive any of the proceeds from the sale by the selling shareholder of the Common Shares. We will bear all fees and expenses incident to our obligation to register the Common Shares.
Each selling shareholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its Common Shares on the OTCQB, or any other stock exchange, market, quotation service or trading facility on which the shares are traded or in private transactions, provided that all applicable laws are satisfied. The selling shareholder may also sell its Common Shares directly or through one or more underwriters, broker-dealers, or agents. If the Common Shares are sold through underwriters or broker-dealers, the selling shareholder will be responsible for underwriting discounts or commissions or agent’s commissions. The Common Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. A selling shareholder may use any one or more of the following methods when selling shares:
● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
● | an exchange distribution in accordance with the rules of the applicable exchange; | |
● | privately negotiated transactions; | |
● | settlement of short sales entered into after the effective date of the registration statement of which this Prospectus is a part; | |
● | broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share; | |
● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
● | a combination of any such methods of sale; and | |
● | any other method permitted pursuant to applicable law. |
The selling shareholder may also sell shares pursuant to Rule 144 under the Securities Act, if available, rather than under this Prospectus.
If the selling shareholder effect such transactions by selling Common Shares to or through underwriters, broker-dealers, or agents, such underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the selling shareholder or commissions from purchasers of the Common Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers, or agents may be in excess of those customary in the types of transactions involved). Broker-dealers engaged by any selling shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with sales of Common Shares or interests therein, the selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Shares in the course of hedging in positions they assume. The selling shareholder may also sell Common Shares short and deliver Common Shares covered by this Prospectus to close out its short positions and to return borrowed shares in connection with such short sales. The selling shareholder may also loan or pledge Common Shares to broker-dealers that in turn may sell such Common Shares. The selling shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Common Shares offered by this Prospectus, which Common Shares such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).
The selling shareholder and any broker-dealers or agents that are involved in selling the Common Shares may be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of any Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Common Shares is made, a prospectus supplement, if required, will be distributed that will set forth the aggregate amount of Common Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions, and other terms constituting compensation from the selling shareholder and any discounts, commissions, or concessions allowed or re-allowed or paid to broker-dealers.
Coventry has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Shares.
71
Because the selling shareholder may be deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. Once this registration statement becomes effective, we intend to file the final prospectus with the SEC in accordance with SEC Rules 172 and 424. Provided we are not the subject of any SEC stop orders and we are not subject to any cease and desist proceedings, the obligation to deliver a final prospectus to a purchaser will be deemed to have been met.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling shareholder.
Under the securities laws of some states, the Common Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Common Shares may not be sold unless such shares have been registered or qualified for sale in such state, or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any selling shareholder will sell any or all of the Common Shares registered pursuant to the registration statement of which this Prospectus forms a part.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Common Shares may not simultaneously engage in market making activities with respect to the Common Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholder will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of Common Shares by the selling shareholder or any other person. All of the foregoing provisions may affect the marketability of the Common Shares and the ability of any person or entity to engage in market-making activities with respect to the Common Shares.
We will pay all expenses of the registration of the Common Shares, estimated to be approximately $101,343 in total, including, without limitation, SEC filing fees, expenses of compliance with state securities or “blue sky” laws, and legal and accounting fees; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholder against liabilities, including some liabilities under the Securities Act, in accordance with applicable registration rights agreements, if any, or the selling shareholder will be entitled to contribution. We may be indemnified by the selling shareholder against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this Prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.
We agreed to keep this Prospectus effective until the earlier of (i) the date on which the Common Shares may be resold by the selling shareholder without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the Common Shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect.
Once sold under the registration statement of which this Prospectus forms a part, the Common Shares will be freely tradable in the hands of persons other than our affiliates.
72
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Lucosky Brookman LLP.
EXPERTS
The financial statements as of the fiscal year ended December 31, 2021 and 2020 have been audited by Rosenberg Rich Baker Berman, P.A., an independent registered public accounting firm, as stated in their reports. Such financial statements have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Available Information
We file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our website address is https://creatd.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website, as provided above.
73
PART I - FINANCIAL INFORMATION
Creatd, Inc.
September 30, 2022
Index to the Condensed Consolidated Financial Statements
F-1
Creatd, Inc.
Condensed Consolidated Balance Sheets
September 30, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current Assets | ||||||||
Cash | $ | $ | ||||||
Accounts receivable, net | ||||||||
Inventory | ||||||||
Marketable securities | - | |||||||
Prepaid expenses and other current assets | ||||||||
Total Current Assets | ||||||||
Property and equipment, net | ||||||||
Intangible assets | ||||||||
Goodwill | ||||||||
Deposits and other assets | ||||||||
Minority investment in businesses | - | |||||||
Operating lease right of use asset | ||||||||
Total Assets | $ | $ | ||||||
Liabilities and Stockholders’ Deficit | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | $ | $ | ||||||
Share liability | - | |||||||
Convertible Notes, net of debt discount and issuance costs | ||||||||
Current portion of operating lease payable | ||||||||
Note payable, net of debt discount and issuance costs | ||||||||
Deferred revenue | ||||||||
Total Current Liabilities | ||||||||
Non-current Liabilities: | ||||||||
Note payable | ||||||||
Operating lease payable | ||||||||
Total Non-current Liabilities | ||||||||
Total Liabilities | ||||||||
Commitments and contingencies | ||||||||
Stockholders’ Equity (Deficit) | ||||||||
Preferred stock, $ | ||||||||
Series E Preferred stock, $ | ||||||||
Common stock par value $ | ||||||||
Additional paid in capital | ||||||||
Less: Treasury stock at cost, | ( | ) | ( | ) | ||||
Accumulated deficit | ( | ) | ( | ) | ||||
Accumulated other comprehensive income | ( | ) | ( | ) | ||||
Total Creatd, Inc. Stockholders’ Equity | ( | ) | ||||||
Non-controlling interest in consolidated subsidiaries | ||||||||
( | ) | |||||||
Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
Creatd, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
For the Three Months Ended | For the Three Months Ended | For the Nine Months Ended | For the Nine Months Ended | |||||||||||||
September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | |||||||||||||
Net revenue | $ | $ | $ | $ | ||||||||||||
Cost of revenue | ||||||||||||||||
Gross margin (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Operating expenses | ||||||||||||||||
Research and development | ||||||||||||||||
Marketing | ||||||||||||||||
Stock based compensation | ||||||||||||||||
Impairment of intangible assets | - | |||||||||||||||
General and administrative | ||||||||||||||||
Total operating expenses | ||||||||||||||||
Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other income (expenses) | ||||||||||||||||
Other income | - | |||||||||||||||
Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Accretion of debt discount and issuance cost | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Derivative expense | - | - | - | ( | ) | |||||||||||
Change in derivative liability | - | ( | ) | ( | ) | |||||||||||
Impairment of investment | - | - | ( | ) | ( | ) | ||||||||||
Settlement of vendor liabilities | - | - | ( | ) | ||||||||||||
Loss on marketable securities | ( | ) | - | ( | ) | - | ||||||||||
Gain (loss) on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
Gain on forgiveness of debt | - | - | - | |||||||||||||
Other expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Loss before income tax provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Equity in net loss from equity method investment | - | ( | ) | - | ( | ) | ||||||||||
Income tax provision | ||||||||||||||||
Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Non-controlling interest in net loss | ( | ) | ( | ) | ||||||||||||
Net Loss attributable to Creatd, Inc. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Deemed dividend | ( | ) | - | ( | ) | ( | ) | |||||||||
Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Comprehensive loss | ||||||||||||||||
Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Currency translation gain (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Per-share data | ||||||||||||||||
$ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
Creatd, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Three Months Ended September 30, 2022
(Unaudited)
Series
E Preferred Stock | Common Stock | Treasury stock | Additional Paid In | Accumulated | Non-Controlling | Other Comprehensive | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Income | (Deficit) | ||||||||||||||||||||||||||||||||||
Balance, July 1, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||
Shares issued for prepaid services | - | - | ||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition | - | - | ||||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
Cash received for common stock and warrants, net of $ | - | - | ||||||||||||||||||||||||||||||||||||||||||
Stock warrants issued with note payable | - | - | - | |||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
Dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||
Net loss for the three months ended September 30, 2022 | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
Balance, September 30, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Creatd, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Nine Months Ended September 30, 2022
(Unaudited)
Series E Preferred Stock | Common Stock | Treasury stock | Additional Paid In | Accumulated | Non-Controlling | Other Comprehensive | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Income | (Deficit) | ||||||||||||||||||||||||||||||||||
Balance, January 1, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||
Shares issued for prepaid services | - | - | ||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition | - | - | ||||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
Stock warrants issued with note payable | - | - | - | |||||||||||||||||||||||||||||||||||||||||
Cash received for common stock and warrants, net of $ | - | - | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
Dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||
Net loss for the nine months ended September 30, 2022 | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
Balance, September 30, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Creatd, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Three Months Ended September 30, 2021
(Unaudited)
Series E Preferred Stock | Common Stock | Treasury stock | Additional Paid In | Accumulated | Non-Controlling | Other Comprehensive | Stockholders’ | |||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Income | Equity | ||||||||||||||||||||||||||||||||||
Balance, July 1, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||
Conversion of warrants to stock | - | - | ||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition | - | - | ||||||||||||||||||||||||||||||||||||||||||
Cash received for common stock | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred series E to stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
Non-controlling interest in consolidated subsidiary from acquisition | - | - | - | |||||||||||||||||||||||||||||||||||||||||
Net loss for the three months ended September 30, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
Balance, September 30, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-6
Creatd, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Nine Months Ended September 30, 2021
(Unaudited)
Series
E Preferred Stock | Common Stock | Treasury stock | Additional Paid In | Subscription | Accumulated | Non- Controlling | Other Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Deficit | Interest | Income | Equity | |||||||||||||||||||||||||||||||||||||
Balance, January 1, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | - | $ | ( | ) | $ | ||||||||||||||||||||||||||||
Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for prepaid services | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to settle vendor liabilities | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants to stock | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Cash received for common | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Cash received for preferred series E and warrants | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred series E to stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
Stock warrants issued with note payable | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
Non-controlling interest in consolidated subsidiary from acquisition | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
Net loss for the nine months ended September 30, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-7
Creatd, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Nine Months Ended | For the Nine Months Ended | |||||||
September 30, 2022 | September 30, 2021 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | ||||||||
Impairment of investment | ||||||||
Impairment of intangible assets | ||||||||
Accretion of debt discount and issuance cost | ||||||||
Share-based compensation | ||||||||
Bad debt expense | ||||||||
Loss (Gain) on Forgiveness of debt | ( | ) | ||||||
Settlement of vendor liabilities | ( | ) | ||||||
Change in fair value of derivative liability | ( | ) | ||||||
Derivative Expense | ||||||||
Loss on marketable securities | ||||||||
Non cash lease expense | ||||||||
Equity interest granted for other income | ( | ) | ||||||
Equity in net loss from unconsolidated investment | ||||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | ( | ) | ||||||
Inventory | ( | ) | ( | ) | ||||
Accounts receivable | ( | ) | ||||||
Deposits and other assets | ( | ) | ||||||
Deferred revenue | ||||||||
Accounts payable and accrued expenses | ||||||||
Operating lease liability | ( | ) | ||||||
Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Cash paid for property and equipment | ( | ) | ( | ) | ||||
Deposits | ( | ) | ||||||
Cash paid for minority investment in business | ( | ) | ||||||
Cash paid for investments in marketable securities | ( | ) | ||||||
Sale of marketable securities | ||||||||
Cash consideration for acquisition | ( | ) | ( | ) | ||||
Purchases of digital assets | ( | ) | ( | ) | ||||
Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from the exercise of warrant | ||||||||
Net proceeds from issuance of notes | ||||||||
Repayment of notes | ( | ) | ( | ) | ||||
Proceeds from issuance of convertible note | ||||||||
Repayment of convertible notes | ( | ) | ( | ) | ||||
Purchase of treasury stock | ( | ) | ||||||
Proceeds from issuance of common stock and warrants | ||||||||
Net Cash Provided By Financing Activities | ||||||||
Effect of exchange rate changes on cash | ( | ) | ( | ) | ||||
Net Change in Cash | ( | ) | ( | ) | ||||
Cash - Beginning of period | ||||||||
Cash - End of period | $ | $ | ||||||
SUPPLEMENTARY CASH FLOW INFORMATION: | ||||||||
Cash Paid During the Year for: | ||||||||
Income taxes | $ | $ | ||||||
Interest | $ | $ | ||||||
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Settlement of vendor liabilities | $ | $ | ||||||
Warrants issued with debt | $ | $ | ||||||
Issuance of common stock for prepaid services | $ | $ | ||||||
Operating Lease liability | $ | $ | ||||||
Deferred offering costs | $ | $ | ||||||
Common stock and warrants issued upon conversion of notes payable | $ | $ | ||||||
Shares issued for acquisition | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-8
Creatd, Inc.
September 30, 2022
Notes to the Condensed Consolidated Financial Statements
Note 1 – Organization and Operations
Creatd, Inc., formerly Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Creatd”), is a technology company focused on providing economic opportunities for creators, which it accomplishes through its four main business pillars: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Creatd’s flagship product, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.
The Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business.
On February
5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger
Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered
into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Merger Sub was merged with and into Jerrick, with
Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, pursuant to the Merger, all of the outstanding
capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total
of
In connection
with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”),
pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability
company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of
Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick.
Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.
On September
11, 2019, the Company acquired
On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective on September 10, 2020.
F-9
On June
4, 2021, the Company acquired
On July
20, 2021, the Company acquired
Between
October 21, 2020, and August 16, 2021, the Company acquired
On October
3, 2021, the Company acquired an additional
On March
7, 2022, the Company acquired
On August
1, 2022, the Company acquired
On September
13, 2022, the Company acquired
Note 2 – Significant Accounting Policies and Practices
Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America.
F-10
Basis of Presentation
The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2021 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.
Use of Estimates and Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.
Actual results could differ from those estimates.
Presentation
F-11
Principles of consolidation
The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists.
As of September 30, 2022, the Company’s consolidated subsidiaries and/or entities are as follows:
Name of combined affiliate | State or other jurisdiction of incorporation or organization | Company Ownership Interest | ||||
Jerrick Ventures LLC | % | |||||
Abacus Tech Pty Ltd | % | |||||
Seller’s Choice, LLC | % | |||||
Brave Foods, LLC | % | |||||
Creatd Studios, LLC | % | |||||
Give, LLC | % | |||||
Creatd Partners LLC | % | |||||
Denver Bodega, LLC | % | |||||
Dune Inc. | % | |||||
Plant Camp LLC | % | |||||
Sci-Fi.com, LLC | % | |||||
OG Collection, Inc. | % | |||||
OG Gallery, LLC | % | |||||
Orbit Media LLC | % | |||||
VMENA LLC | % | |||||
Vocal For Brands, LLC | % | |||||
Vocal Ventures LLC | % | |||||
What to Buy, LLC | % | |||||
WHE Agency, Inc. | % |
All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements include Denver Bodega, LLC activity since March 7, 2022, Orbit Media LLC activity since August 1, 2022, and Brave Foods, LLC activity since September 13, 2022.
Variable Interest Entities
Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a condensed consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its condensed consolidated financial statements. If such an entity is deemed to not be condensed consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable
Fair Value of Financial Instruments
The fair value measurement disclosures are grouped into three levels based on valuation factors:
● | Level 1 – quoted prices in active markets for identical investments |
● | Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) |
● | Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) |
F-12
The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, marketable trading securities, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at September 30, 2022 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.
The Company’s Level 2 assets/liabilities include certain of the Company’s notes payable. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.
The Company’s Level 3 assets/liabilities include goodwill, intangible assets, equity investments at cost, and derivative liabilities. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.
The following tables provides a summary of the relevant assets that are measured at fair value on a recurring basis:
Fair Value Measurements as of
September 30, 2022
Total | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Marketable securities - equity securities | $ | $ | $ | $ | ||||||||||||
Total assets | $ | $ | $ | $ |
Our marketable
equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified
as Level 1 within the fair value hierarchy. Marketable equity securities as of September 30, 2022 are $
The change
in net realized depreciation on equity trading securities that has been included in other expenses for the nine months ended September
30, 2022 and 2021 was $
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
At times, cash balances may exceed the Federal Deposit Insurance Corporation
(“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits. The Company has never experienced any losses related
to these balances. The uninsured cash balance as of September 30, 2022, was $
F-13
Concentration of Credit Risk and Other Risks and Uncertainties
The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information.
The Company
operates in Australia and holds total assets of $
Property and Equipment
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:
Estimated Useful Life (Years) | |||
Computer equipment and software | |||
Furniture and fixtures |
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations.
Long-lived Assets Including Goodwill and Other Acquired Intangible Assets
We evaluate the recoverability of property and
equipment, acquired finite-lived intangible assets and, purchased infinite life digital assets for possible impairment whenever events
or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level
for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets
is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the
use and eventual disposition. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of
digital assets decreases other than temporary below the carrying value. The fair value is measured using the quoted price of the crypto
asset at the time its fair value is being measured. If such review indicates that the carrying amount of property and equipment and intangible
assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the three months ended September 30, 2022,
the Company recorded an impairment charge of $
Acquired finite-lived intangible assets are amortized
on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property
and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized
balance is amortized or depreciated over the revised estimated useful life. The remaining weighted average life of the intangible assets
are
F-14
Scheduled amortization over the next five years are as follows: |
Twelve months ending September 30, | ||||
2023 | $ | |||
2024 | ||||
2025 | ||||
2026 | ||||
2027 | ||||
Thereafter | ||||
Total | ||||
Intangible assets not subject to amortization | ||||
Total Intangible Assets | $ |
Amortization expense was $
Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles – Goodwill and Other – Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units.
During the
year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment
as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was more likely
than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company determined
that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value, including
Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $
During the three months ended September 30, 2022,
management observed impairment indicators that led them to believe the carrying amount of goodwill was below its carrying value. The Company
determined that the carrying value of the Plant Camp and Dune reporting units were more likely than not greater than their carrying value,
including Goodwill. Based on estimated impairment computed, the Company recorded an impairment charge of $
The following table sets forth a summary of the changes in goodwill for the three months ended September 30, 2022.
For the Three Months ended September 30, 2022 | ||||
Total | ||||
As of July 1, 2022 | $ | |||
Goodwill acquired in a business combination | ||||
Impairment of goodwill | ( | ) | ||
As of September 30, 2022 | $ |
The following table sets forth a summary of the changes in goodwill for the nine months ended September 30, 2022.
For the Nine Months ended September 30, 2022 | ||||
Total | ||||
As of January 1, 2022 | $ | |||
Goodwill acquired in a business combination | ||||
Impairment of goodwill | ( | ) | ||
As of September 30, 2022 | $ |
F-15
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Foreign Currency
Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Condensed Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented.
Derivative Liability
The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
F-16
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.
The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.
Shipping and Handling Costs
The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of revenue.
Revenue Recognition
Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
● | identification of the contract, or contracts, with a customer; |
● | identification of the performance obligations in the contract; |
● | determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mile basis) and cash prizes offered to Challenge winners; |
● | allocation of the transaction price to the performance obligations in the contract; and |
● | recognition of revenue when, or as, we satisfy a performance obligation. |
F-17
Revenue disaggregated by revenue source for the three and nine months ended September 30, 2022 and 2021 consists of the following:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Agency (Managed Services, Branded Content, & Talent Management Services) | $ | $ | $ | $ | ||||||||||||
Platform (Creator Subscriptions) | ||||||||||||||||
Ecommerce | ||||||||||||||||
Affiliate Sales | ||||||||||||||||
Other Revenue | ||||||||||||||||
$ | $ | $ | $ |
The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the three and nine months ended September 30, 2022 and 2021 consists of the following:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Products and services transferred over time | $ | $ | $ | $ | ||||||||||||
Products transferred at a point in time | ||||||||||||||||
$ | $ | $ | $ |
Agency Revenue
Managed Services
The Company
provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which
encompasses a full range of digital marketing and e-commerce solutions. The Company’s services include the setup and ongoing management
of clients’ websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various
tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories:
Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately $
Branded Content
Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, the performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price.
F-18
Below are the significant components of a typical agreement pertaining to branded content revenue:
● | The Company collects fixed fees ranging from $ | |
● | Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client. |
● | Branded articles and challenges are promoted per the contract and engagement reports are provided to the client. | |
● | Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. |
Talent Management Services
Talent Management
represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and oversee influencer-led
campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity for influencers
and collects a management fee of
Below are the significant components of a typical agreement pertaining to talent management revenue:
● | Total gross contracts range from $ |
● | The
Company collects fixed fees in the amount of |
● | The campaign is created and made live by the influencer within the timeframe specified in the contract. |
● | Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels. |
● | Most
billing for contracts occur |
Platform Revenue
Creator Subscriptions
Vocal+ is
a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for
a Vocal+ membership for either $
F-19
The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners. Potential revenue offset is calculated by reviewing a subscriber’s earnings in conjunction with payments made by the subscriber on a monthly and/or annual basis.
Affiliate Sales Revenue
Affiliate
sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the
Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an affiliate’s
site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such
as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage,
which typically range from
E-Commerce Revenue
The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of four majority-owned e-commerce companies, Camp (previously Plant Camp), Dune Glow Remedy (“Dune”), Basis, and Brave. The Company generates revenue through the sale of Camp, Dune, and Basis, and Brave’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused, or damaged items for a full refund. All returns are processed within the relevant recording period and accounted for as a reduction in revenue. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention. Any discounts are run as coupon codes applied at the time of transaction and accounted for as a reduction in gross revenue. The Company assesses variable consideration using the most likely amount method.
Deferred Revenue
Deferred revenue consists of billings and payments
from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue
is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will
recognize the deferred revenue within the next twelve months. As of September 30, 2022, the Company had deferred revenue of $
Accounts Receivable and Allowances
Accounts receivable are recorded and carried when the Company has performed
the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed
service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement.
For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement.
We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various
factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic
conditions, and other factors that may affect our ability to collect from customers. During the nine months ended September 30, 2022,
the Company recorded $
F-20
Inventory
Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of September 30, 2022, and December 31, 2021, the Company had no valuation allowance.
Stock-Based Compensation
The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur.
Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods.
The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is volatility is derived from the Company’s historical data over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. Forfeitures are recognized as they occur.
Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period. The vesting period is generally one to three years. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock units. Compensation expense is reduced for actual forfeitures as they occur.
Loss Per Share
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and nine months ended September 30, 2022 and 2021 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
F-21
The Company had the following common stock equivalents at September 30, 2022 and 2021:
September 30, | ||||||||
2022 | 2021 | |||||||
Series E preferred | ||||||||
Options | ||||||||
Warrants | ||||||||
Convertible notes | ||||||||
Totals |
Reclassifications
Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. During the year ended December 31, 2021, we adopted a change in presentation on our condensed consolidated statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with our peers. Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts. Prior periods have been revised to reflect this change in presentation.
Recently Adopted Accounting Guidance
In May 2021, the FASB issued authoritative guidance
intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified
written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts
in Entity’s Own Equity (Topic 815). This guidance’s amendments provide measurement, recognition, and disclosure guidance for
an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity
classified after modification or exchange. The updated guidance, which became effective for fiscal years beginning after December 15,
2021, During the nine months ended September 30, 2022 the Company recognized a deemed dividend of $
Recent Accounting Guidance Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. On October 16, 2019, FASB approved a final ASU delaying the effective date of ASU 2016-13 for small reporting companies to interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The Company does not believe the adoption will have a material impact on the Company’s condensed consolidated financial statements. The adoption of the guidance will affect disclosures and estimates around accounts receivable.
F-22
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. ASU 2020-06 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.
In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.
Note 3 – Going Concern
The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected
in the condensed consolidated financial statements, as of September 30, 2022, the Company had an accumulated deficit of $
On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be to the Company, capital raising efforts and our operations may be negatively affected.
F-23
The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering.
The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Inventory
Inventory was comprised of the following at September 30, 2022 and December 31, 2021:
September 30, 2022 |
December 31, 2021 |
|||||||
Raw Materials | $ | $ | ||||||
Packaging | ||||||||
Finished goods | ||||||||
$ | $ |
Note 5 – Property and Equipment
Property and equipment stated at cost, less accumulated depreciation, consisted of the following:
September 30, 2022 | December 31, 2021 | |||||||
Computer Equipment | $ | $ | ||||||
Furniture and Fixtures | ||||||||
Leasehold Improvements | ||||||||
Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
$ | $ |
Depreciation expense was $
F-24
Note 6 – Notes Payable
Notes payable as of September 30, 2022 and December 31, 2021 is as follows:
Outstanding Principal as of | ||||||||||||||
September 30, 2022 | December 31, 2021 | Interest Rate | Maturity Date | |||||||||||
Seller’s Choice Note | $ | - | $ | % | ||||||||||
The April 2020 PPP Loan Agreement | % | |||||||||||||
The First December 2021 Loan Agreement | % | |||||||||||||
The Second December 2021 Loan Agreement | - | % | ||||||||||||
First Denver Bodega LLC Loan | % | |||||||||||||
The Third May 2022 Loan Agreement | % | |||||||||||||
The Fourth May 2022 Loan Agreement | % | |||||||||||||
The First August 2022 Loan Agreement | % | |||||||||||||
The Second August 2022 Loan Agreement | % | |||||||||||||
The First September 2022 Loan Agreement | % | |||||||||||||
The Second September 2022 Loan Agreement | % | |||||||||||||
The Third September 2022 Loan Agreement | % | |||||||||||||
Less: Debt Discount | ( | ) | ( | ) | ||||||||||
Less: Debt Issuance Costs | ||||||||||||||
Less: Current Debt | ( | ) | ( | ) | ||||||||||
Total Long-Term Debt | $ | $ |
Seller’s Choice Note
On September
11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC. As a part of the consideration provided
pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount
of $
On March
3, 2022, after substantial motion practice, Creatd successfully settled the dispute with Home Revolution, LLC for a total of $
F-25
The April 2020 PPP Loan Agreement
On April
30, 2020, the Company was granted a loan with a principal amount of $
During the
nine months ended September 30, 2022, the Company accrued interest of $
The Company is in the process of returning the funds received from the Loan.
As of September 30, 2022, the Loan is in default, and the lender may require immediate payment of all amounts owed under the Loan or file suit and obtain judgment.
The First December 2021 Loan Agreement
On December
3, 2021, the Company entered into a loan agreement (the “First December 2021 Loan Agreement”) with a lender (the “First
December 2021 Lender”) whereby the First December 2021 Lender issued the Company a promissory note of $
During the
nine months ended September 30, 2022, the Company repaid $
The Second December 2021 Loan Agreement
On December
14, 2021, the Company entered into a secured loan agreement (the “Second December 2021 Loan Agreement”) with a lender (the
“Second December 2021 Lender”), whereby the Second December 2021 Lender issued the Company a secured promissory note of $
During the nine months ended September 30, 2022,
the Company accrued $
As of the date of this filing the Company has exercised its option to extend the maturity date to August 29, 2022.
During the nine months ended September 30, 2022,
the Company repaid $
F-26
The First February 2022 Loan Agreement
On February
22, 2022, the Company entered into a secured loan agreement (the “First February 2022 Loan Agreement”) with a lender (the
“First February 2022 Lender”), whereby the First February 2022 Lender issued the Company a secured promissory note of $
During the nine months ended September 30, 2022,
the Company accrued $
As of the date of this filing the Company has exercised its option to extend the maturity date to August 29, 2022.
During the nine months ended September 30, 2022,
the Company repaid $
Denver Bodega LLC Notes payable
On March
7, 2022, The Company acquired five note payable agreements from the acquisition of Denver Bodega LLC. See note 12. The total liabilities
of these notes amounted to $
The First May 2022 Loan Agreement
On May 9,
2022, the Company entered into a loan agreement (the “First May 2022 Loan Agreement”) with a lender (the “First May
2022 Lender”), whereby the First May 2022 Lender issued the Company a promissory note of $
The Company
recorded a $
During the
nine months ended September 30, 2022, the Company repaid $
On September
22, 2022, the Company and the First May 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining
$
F-27
The Second May 2022 Loan Agreement
On May 9,
2022, the Company entered into a loan agreement (the “Second May 2022 Loan Agreement”) with a lender (the “Second May
2022 Lender”), whereby the Second May 2022 Lender issued the Company a promissory note of $
The Company
recorded a $
During the
nine months ended September 30, 2022, the Company repaid $
On September
23, 2022, the Company and the Second May 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining
$
The Third May 2022 Loan Agreement
On May 25,
2022, the Company entered into a loan agreement (the “Third May 2022 Loan Agreement”) with a lender (the “Third May
2022 Lender”), whereby the Third May 2022 Lender issued the Company a promissory note of $
During the
nine months ended September 30, 2022, the Company repaid $
The Fourth May 2022 Loan Agreement
On May 26,
2022, the Company entered into a loan agreement (the “Fourth May 2022 Loan Agreement”) with a lender (the “Fourth May
2022 Lender”), whereby the Fourth May 2022 Lender issued the Company a promissory note of $
During the
nine months ended September 30, 2022, the Company repaid $
The June 2022 Loan Agreement
On June
17, 2022, the Company entered into a loan agreement (the “June 2022 Loan Agreement”) with a lender (the “June 2022 Lender”),
whereby the June 2022 Lender issued the Company a promissory note of $
The Company
recorded a $
F-28
During the
nine months ended September 30, 2022, the Company repaid $
On August
19, 2022, the Company and the June 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining $
The First August 2022 Loan Agreement
On August 18, 2022, the Company entered into a
secured loan agreement (the “First August 2022 Loan Agreement”) with a lender (the “First August 2022 Lender”),
whereby the First August 2022 Lender issued the Company a secured promissory note of $
During the
nine months ended September 30, 2022, the Company accrued $
The Second August 2022 Loan Agreement
On August
19, 2022, the Company entered into a loan agreement (the “Second August 2022 Loan Agreement”) with a lender (the “Second
August 2022 Lender”), whereby the Second August 2022 Lender issued the Company a promissory note of $
The Company
recorded a $
During the
nine months ended September 30, 2022, the Company repaid $
The First September 2022 Loan Agreement
On September
1, 2022, the Company entered into a loan agreement (the “First September 2022 Loan Agreement”) with a lender (the “First
September 2022 Lender”), whereby the First September 2022 Lender issued the Company a promissory note of $
During the
nine months ended September 30, 2022, the Company repaid $
The Second September 2022 Loan Agreement
On September
22, 2022, the Company entered into a loan agreement (the “Second September 2022 Loan Agreement”) with a lender (the “Second
September 2022 Lender”), whereby the Second September 2022 Lender issued the Company a promissory note of $
F-29
The Company
recorded a $
During the
nine months ended September 30, 2022, the Company repaid $
The Third September 2022 Loan Agreement
On September
22, 2022, the Company entered into a loan agreement (the “Third September 2022 Loan Agreement”) with a lender (the “Third
September 2022 Lender”), whereby the Third September 2022 Lender issued the Company a promissory note of $
The Company
recorded a $
During the
nine months ended September 30, 2022, the Company repaid $
Note 7 – Convertible Notes Payable
Convertible notes payable as of September 30, 2022, is as follows:
Outstanding Principal as of | Warrants granted | |||||||||||||||||||||
September 30, 2022 | Interest Rate | Conversion Price | Maturity Date | Quantity | Exercise Price | |||||||||||||||||
The Second February 2022 Loan Agreement | $ | % | (*) | |||||||||||||||||||
The May 2022 Convertible Loan Agreement | % | (*) | ||||||||||||||||||||
The May 2022 Convertible Note Offering | % | (*) | $ | |||||||||||||||||||
The July 2022 Convertible Note Offering | % | (*) | $ | |||||||||||||||||||
Less: Debt Discount | ( | ) | ||||||||||||||||||||
Less: Debt Issuance Costs | ( | ) | ||||||||||||||||||||
(*) |
The July 2021 Convertible Loan Agreement
On July
6, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with an individual (the “July 2021
Lender”), whereby the July 2021 Lender issued the Company a promissory note of $
Upon default
or 180 days after issuance the July 2021 Note is convertible into shares of the Company’s common stock, par value $
F-30
The Company
recorded a $
During the
nine months ended September 30, 2022, the July 2021 Note became convertible. Due to the fact that these convertible notes have an option
to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential
for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the
conversion date. The conversion feature of July 2021 Note gave rise to a derivative liability of $
During the
nine months ended September 30, 2022, the note holder converted $
The Second February 2022 Loan Agreement
On February
22, 2022, the Company entered into a loan agreement (the “Second February 2022 Loan Agreement”) with a lender (the “Second
February 2022 Lender”), whereby the Second February 2022 Lender issued the Company a promissory note of $
Upon default
the May 2022 Note is convertible into shares of the Company’s common stock, par value $
The Company
recorded a $
During the
nine months ended September 30, 2022, the Company repaid $
The May 2022 Convertible Loan Agreement
On May 20,
2022, the Company entered into a loan agreement (the “May 2022 Loan Agreement”) with an individual (the “May 2022 Lender”),
whereby the May 2022 Lender issued the Company a promissory note of $
Upon default
the May 2022 Note is convertible into shares of the Company’s common stock, par value $
The Company
recorded a $
During the
nine months ended September 30, 2022, the Company repaid $
F-31
The May 2022 Convertible Note Offering
During May
of 2022, the Company conducted multiple closings of a private placement offering to accredited investors (the “May 2022 Convertible
Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors”
(the “May 2022 Investors”) for aggregate gross proceeds of $
The Company
recorded a $
The Company
recorded a $
On September
2, 2022, the Company went into default on these notes. As part of the default terms the Company owes
On September
15, 2022, the Company and six out of eight lenders May 2022 Investors agreed to forgive default interest and extend the maturity date
to March 31, 2023, for a reduced conversion price of $
During the
nine months ended September 30, 2022, the Company accrued $
Subsequent
to September 30, 2022, the Company made a repayment of $
The July 2022 Convertible Note Offering
During July
of 2022, the Company conducted multiple closings of a private placement offering to accredited investors (the “July 2022 Convertible
Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors”
(the “July 2022 Investors”) for aggregate gross proceeds of $
The Company
recorded a $
The Company
recorded a $
F-32
On September
2, 2022, the Company went into default on these notes. As part of the default terms the Company owes
On September 15, 2022, the Company and the
July Investors agreed to forgive default interest and extend the maturity date to March 31, 2023 for a reduced conversion price of
$
Subsequent
to September 30, 2022, the Company made a repayment of $
Note 8 – Related Party
Equity raises
During the
nine months ended September 30, 2022, the Company conducted two equity raises in which officers, directors, employees, and an affiliate
of an officer cumulatively invested $
Officer compensation
During the nine months ended September 30, 2022 and 2021, the Company
paid $
Note 9 – Derivative Liabilities
The Company has identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable during the nine months ended September 30, 2022. For the terms of the conversion features see Note 7. The Company had no derivative assets measured at fair value on a recurring basis as of September 30, 2022.
The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations.
Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the Monte Carlo simulation model and binomial model.
Dividend
yield: The Company uses a
Volatility: The Company calculates the expected volatility based on the company’s historical stock prices with a look back period commensurate with the period to maturity.
Expected term: The Company’s remaining term is based on the remaining contractual maturity of the convertible notes.
The following are the changes in the derivative liabilities during the nine months ended September 30, 2022.
Nine Months Ended September 30, 2022 | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Derivative liabilities as January 1, 2022 | $ | $ | $ | |||||||||
Addition | ||||||||||||
Changes in fair value | ( | ) | ||||||||||
Extinguishment | ( | ) | ||||||||||
Derivative liabilities as September 30, 2022 | $ | $ | $ |
F-33
Note 10 – Stockholders’ Equity
Shares Authorized
The Company
is authorized to issue up to one hundred and twenty million (
Preferred Stock
Series E Convertible Preferred Stock
The Company
has designated
The shares
of Series E Preferred Stock have a stated value of $
The holders of Series E Preferred Stock shall be paid pari passu with the holders of Common Stock with respect to payment of dividends and rights upon liquidation and shall have no voting rights. In addition, as further described in the Series E Designation, as long as any of the shares of Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend this Series E Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series E Preferred Stock, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the holder of such shares, into that number of shares of Common Stock determined by dividing the Series E Stated Value by the Conversion Price, subject to certain beneficial ownership limitations.
Common Stock
During the
nine months ended September 30, 2022, the Company issued
On January
6, 2022, the Company issued
On February
24, 2022, the Company issued
F-34
On March 1, 2022, the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share. The Company has recorded $40,000 to stock issuance costs, which are part of Additional Paid-in Capital.
On March
7, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited
investors resulting in the raise of $
During the three months
ended March 31, 2022, the Company issued
On April
5, 2022 the Company issued
On June
24, 2022, the Company issued
During the
three months ended June 30, 2022, the Company issued
On September 15, 2022, the Company entered into a securities purchase
agreement with five accredited investors resulting in the raise of $
During the
three months ended September 30, 2022, the Company issued
During the
three months ended September 30, 2022, the Company issued
During the
three months ended September 30, 2022 the company repurchased
F-35
Stock Options
The assumptions used for options granted during the nine months ended September 30, 2022 and 2021, are as follows:
September 30, 2022 | ||||
Exercise price | $ | |||
Expected dividends | % | |||
Expected volatility | % | |||
Risk free interest rate | % | |||
Expected life of option |
September 30, 2021 | ||||
Exercise price | $ | |||
Expected dividends | % | |||
Expected volatility | % | |||
Risk free interest rate | % | |||
Expected life of option |
The following is a summary of the Company’s stock option activity:
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
Balance – December 31, 2020 – outstanding | ||||||||||||
Granted | ||||||||||||
Exercised | - | |||||||||||
Forfeited/Cancelled | ( | ) | - | |||||||||
Balance – September 30, 2021 – outstanding | ||||||||||||
Balance – September 30, 2021 – exercisable |
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
Balance – January 1, 2022 – outstanding | ||||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Forfeited/Cancelled | ( | ) | ||||||||||
Balance – September 30, 2022 – outstanding | ||||||||||||
Balance – September 30, 2022 – exercisable |
Option Outstanding | Option Exercisable | |||||||||||||||||||||
Exercise price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Remaining Contractual Life (in years) | |||||||||||||||||
$ | | |
During the year ended December 31, 2018 the Company
granted options of
Stock-based
compensation for stock options has been recorded in the consolidated statements of operations and totaled $
Stock-based
compensation for stock options has been recorded in the condensed consolidated statements of operations and totaled $
As of September 30, 2022, there was $1,283,111 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.21 years.
F-36
Warrants
The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.
The assumptions used for warrants granted during the nine months ended September 30, 2022 and 2021 are as follows:
September 30, 2021 | ||||
Exercise price | $ | |||
Expected dividends | ||||
Expected volatility | | |||
Risk free interest rate | | |||
Expected life of warrant | ||||
September
30, 2022 | ||||
Exercise price | $ | |||
Expected dividends | ||||
Expected volatility | ||||
Risk free interest rate | ||||
Expected life of warrant |
Warrant Activities
The following is a summary of the Company’s warrant activity:
Warrant | Weighted Average Exercise Price | |||||||
Balance – December 31, 2020 – outstanding | ||||||||
Granted | ||||||||
Exercised | ( | ) | ||||||
Forfeited/Cancelled | ( | ) | ||||||
Balance – September 30, 2021 – outstanding | ||||||||
Balance – September 30, 2021 – exercisable | $ |
Warrant | Weighted Average Exercise Price | |||||||
Balance – January 1, 2022 – outstanding | ||||||||
Granted | ||||||||
Exercised | ||||||||
Forfeited/Cancelled | ( | ) | ||||||
Balance – September 30, 2022 – outstanding | ||||||||
Balance – September 30, 2022 – exercisable | $ |
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
Exercise price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | |||||||||||||||||
$ |
F-37
During the
nine months ended September 30, 2021, the Company issued
During the
nine months ended September 30, 2021, a total of
During the
nine months ended September 30, 2021, a total of
During the
nine months ended September 30, 2021, some of the Company’s warrants had a reset provision triggered that also resulted in an additional
On June
17, 2021, the Company issued
Stock-based
compensation for stock warrants has been recorded in the consolidated statements of operations and totaled $
During the nine months ended September 30, 2022,
some of the Company’s warrants had a down-round provision triggered that also resulted in an additional
During the nine months ended September 30, 2022,
a total of
Note 11 – Commitments and Contingencies
Litigation
On or about
June 25, 2020, Home Revolution, LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District
of New Jersey, Home Revolution, LLC, et al. v. Jerrick Media Holdings, Inc. et al., Case No. 2:20-cv-07775-JMV-MF. The Complaint alleges,
among other things, that Creatd, Inc. breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents
in connection with the acquisition of Seller’s Choice, LLC, from Home Revolution in September 2019. The Complaint additionally alleges
violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting,
breach of fiduciary duty, conversion and unjust enrichment. Plaintiff also sought to have a receiver appointed by the Court to take
over Creatd’s operations. After substantial motion practice, Creatd successfully settled this dispute from June 2020 for a
total of $
On or about August 30, 2021, Robert W. Monster and Anonymize, Inc. (“Monster”) filed a lawsuit in the United States District Court for the Western District of Washington at Seattle, Robert W. Monster, et al. v. Creatd, Inc., et al. (Western District of Washington at Seattle 2:21-CV-1177). The Complaint alleges, among other things, that action for Declaratory Judgment under 28 U.S.C. § 2201 that Monster’s registration and use of the internet domain name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under the Anticybersquatting Consumer Protection Act (“ACPA”), 15 U.S.C. § 1125(d), or otherwise under the Lanham Act, 15 U.S.C. § 1051 et seq. Creatd claims trademark rights and certain other rights with respect to the term and the domain name VOCL.COM. Monster seeks a determination by the Court that Monster’s registration and/or use of VOCL.COM is not, and has not been in violation of the ACPA, and that Plaintiffs’ use of VOCL.COM constitutes neither a violation of the ACPA nor trademark infringement or dilution under the Lanham Act. Creatd believes the lawsuit lacks merit and will vigorously challenge the action. At this time, we are unable to estimate potential damage exposure, if any, related to the litigation.
A complaint against the Company,
dated September 21, 2022, has been filed in the Supreme Court of the State of New York, New York County, by Lind Global Macro Fund LP
and Lind Global Fund II LP, making certain claims alleging breach of contract related to two Securities Purchase Agreements executed on
May 31, 2022, seeking damages in excess of $
F-38
Inflation Reduction Act of 2022
On
August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes a
Lease Agreements
The components of lease expense were as follows:
Three Months Ended September 30, 2022 | ||||
Operating lease cost | $ | |||
Short term lease cost | ||||
Total net lease cost | $ |
Nine Months Ended September 30, 2022 | ||||
Operating lease cost | $ | |||
Short term lease cost | ||||
Total net lease cost | $ |
Supplemental cash flow and other information related to leases was as follows:
Nine Months Ended September 30, 2022 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating lease payments | ||||
Weighted average remaining lease term (in years): | ||||
Weighted average discount rate: | % |
F-39
Total future minimum payments required under the lease as of September 30, are as follows:
For the Twelve Months Ended September 30, | Operating Leases |
||||
2023 | $ | |
|||
2024 | |
||||
2025 | |
||||
2026 | |
||||
2027 | |
||||
Thereafter | |
||||
Total lease payments | |
||||
Less: Amounts representing interest | ( |
) | |||
Total lease obligations | |||||
Less: Current | ( |
) | |||
$ |
Rent expense for the three months ended September 30, 2022 and 2021
was $
Market price risk of crypto (“digital”) assets
The Company holds crypto and digital assets in third-party wallets. Crypto asset price risk could adversely affect its operating results and will depend upon the market price of Bitcoin, ETH, as well as other crypto assets. Crypto asset prices have fluctuated significantly from quarter to quarter. There is no assurance that crypto asset prices will reflect historical trends. A decline in the market price of Bitcoin, ETH, and Other crypto assets could have an adverse effect on our earnings, the carrying value of the crypto assets, and future cash flows. This may also affect the liquidity and the ability to meet our ongoing obligations.
Appointment of New Directors
On February 17, 2022, the Board of Directors (the “Board”) of the Company appointed Joanna Bloor, Brad Justus, and Lorraine Hendrickson to serve as members of the Board. Ms. Bloor has been nominated to, and will serve as, chair of the Compensation Committee, and to be a member of the Audit Committee and Nominating & Corporate Governance Committee. Mr. Justus has been nominated, and will serve as, chair of the Nominating & Corporate Governance Committee, and to be a member of the Compensation Committee and Audit Committee. Ms. Hendrickson has been nominated to, and will serve as, chair of the Audit Committee and to be a member of the Compensation and Nominating & Corporate Governance Committee.
Departure of Directors
On February 17, 2022, the Board received notice that effective immediately, Mark Standish resigned as Chair of the Board, Chair of the Audit Committee and as a member of the Compensation Committee and Nominating & Corporate Governance Committee; Leonard Schiller resigned as member of the Board, Chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance Committee; and LaBrena Martin resigned as a member of the Board, Chair of the Nominating & Corporate Governance Committee and as a member of the Audit Committee and Compensation Committee. Such resignations are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Management Restructuring
On February 17, 2022, the Board of the Company approved the restructuring of the Company’s senior management team to eliminate the Co-Chief Executive Officer role, appointing Jeremy Frommer as Executive Chairman and Founder, and appointing Laurie Weisberg as Chief Executive Officer (the “Second Restructuring”). Prior to the Second Restructuring, Mr. Frommer and Ms. Weisberg served as the Company’s co-Chief Executive Officers and Ms. Weisberg served as the Company’s Chief Operating Officer. The Second Restructuring does not impact the role or functions of the Company’s Chief Financial Officer, Chelsea Pullano, or the role or functions of the Company’s President and Chief Operating Officer, Justin Maury.
F-40
Nasdaq Notice of Delisting
Following passage of the proscribed 15-day time period for appeal as stated in the Letter, on October 26, 2022, Nasdaq completed the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission.
The Company’s common stock, under the symbol “CRTD,” is quoted on the OTCQB marketplace operated by OTC Markets Group Inc. effective as of September 26, 2022. The Company’s publicly-traded warrants, under the symbol “CRTDW,” are quoted on the OTCPink marketplace operated by OTC Markets Group Inc.
Employment Agreements
On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”).
Pursuant to the Executive Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5, 2022 (the “Executive Employment Agreements”). The Executive Employment Agreements contain customary terms, conditions and rights.
Executive Separation Agreement
On September 2, 2022, the Company entered into an Executive Separation Agreement with Laurie Weisberg the Company’s Chief Executive Officer and member of the Board of Directors setting forth the terms and conditions related to the Executive’s resignation for good reason as Chief Executive Officer, Director and any other positions held with the Company or any subsidiary.
The
Company will pay severance in the aggregate amount of $
Additionally, all unvested and/or outstanding stock options held by Ms. Weisberg as of the date of the separation agreement that are not subject to metric based vesting shall automatically and fully vest. All unvested and/or outstanding stock options held by Ms. Weisberg as of the date of the separation agreement that are subject to metric based vesting shall vest in accordance with their respective original terms.
Note 12 – Acquisitions
Denver Bodega, LLC d/b/a Basis
On March
7, 2022, the Company entered into a Membership Interest Purchase (the “Agreement”) with Henry Springer and Kyle Nowak (collectively
the “Sellers”), whereby the Company purchased a majority stake in Denver Bodega, LLC, a Colorado limited liability company
whose product is Basis, a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Pursuant
to the Agreement, Creatd acquired all of the issued and outstanding membership interests of Denver Bodega, LLC for consideration of one
dollar ($
F-41
The following sets forth the components of the purchase price:
Purchase price: | ||||
Cash paid to seller | $ | |||
Total purchase price | ||||
Assets acquired: | ||||
Cash | ||||
Accounts Receivable | ||||
Inventory | ||||
Total assets acquired | ||||
Liabilities assumed: | ||||
Accounts payable and accrued expenses | ||||
Notes payable | ||||
Total liabilities assumed | ||||
Net liabilities acquired | ( | ) | ||
Excess purchase price | $ |
The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.
Goodwill | $ | |||
Trade Names & Trademarks | ||||
Know-How and Intellectual Property | ||||
Website | ||||
Customer Relationships | ||||
Excess purchase price | $ |
The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.
Acquisition of Orbit
On August
1, 2022 the Company entered into a Membership Interest Purchase (the “Agreement”) with Zachary Shenkman, Wuseok Jung,
Wesley Petry, Nicholas Scibilia, Gary Rettig, Brandon Fallin (collectively the “Sellers”), whereby the Company purchased a
majority stake in Orbit Media LLC, a New York limited liability company whose product is an app-based stock trading platform designed
to empower a new generation of investors, providing users with a like-minded community as well as access to tools, content, and other
resources to learn, train, and excel in the financial markets. Pursuant to the Agreement, Creatd acquired fifty one percent (
F-42
The following sets forth the components of the purchase price:
Purchase price: | ||||
Cash paid to seller | $ | |||
Shares granted to seller | ||||
Total purchase price | ||||
Net Assets acquired | - | |||
Non-controlling interest in consolidated subsidiary | ||||
Excess purchase price | $ |
The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.
Know-How and Intellectual Property | $ | |||
Excess purchase price | $ |
On September
13, 2022, the Company acquired
The following sets forth the components of the purchase price:
Purchase price: | ||||
Cash paid to seller | $ | |||
Total purchase price | ||||
Assets acquired: | ||||
Cash | ||||
Inventory | ||||
Total assets acquired | ||||
Liabilities assumed: | ||||
Accounts payable and accrued expenses | ||||
Notes payable | ||||
Total liabilities assumed | ||||
Net assets acquired | ||||
Excess purchase price | $ |
F-43
The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.
Goodwill | $ | |||
Trade Names & Trademarks | ||||
Know-How and Intellectual Property | ||||
Website | ||||
Customer Relationships | ||||
Excess purchase price | $ |
The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.
The following presents the unaudited pro-forma combined results of operations of the Company with Plant Camp, WHE, Dune, Denver Bodega, Orbit, and Brave as if the entities were combined on January 1, 2021.
Three Months Ended | ||||
September 30, | ||||
2021 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
Three Months Ended | ||||
September 30, | ||||
2022 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
Nine Months Ended | ||||
2021 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
Nine Months | ||||
2022 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
F-44
Note 13 – Segment Information
We operate in three reportable segments: Creatd Labs, Creatd Ventures, and Creatd Partners. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker (CODM) to evaluate performance, which is generally the segment’s operating losses.
Operations of: | Products and services provided: | |
Creatd Labs |
Creatd Labs is the segment focused on development initiatives. Creatd Labs houses the Company’s proprietary technology, including its flagship platform, Vocal, as well as oversees the Company’s content creation framework, and management of its digital communities. Creatd Labs derives revenues from Vocal creator subscriptions, platform processing fees and technology licensing fees.
| |
Creatd Ventures |
Creatd Ventures builds, develops, and scales e-commerce brands. This segment generates revenues through product sales of its two majority-owned direct-to-consumer brands, Camp and Dune Glow Remedy.
| |
Creatd Partners | Creatd Partners fosters relationships between brands and creators through its suite of agency services, including content marketing (Vocal for Brands), performance marketing (Seller’s Choice), and influencer marketing (WHE Agency). Creatd Partners derives revenues in the form of brand fees and talent management commissions. |
The following tables present certain financial information related to our reportable segments and Corporate:
As of September 30, 2022 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Accounts receivable, net | $ | $ | $ | $ | $ | |||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||||||||
Deposits and other assets | ||||||||||||||||||||
Intangible assets | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Inventory | ||||||||||||||||||||
All other assets | ||||||||||||||||||||
Total Assets | $ | $ | $ | $ | $ | |||||||||||||||
Accounts payable and accrued liabilities | $ | $ | $ | $ | $ | |||||||||||||||
Note payable, net of debt discount and issuance costs | ||||||||||||||||||||
Deferred revenue | - | |||||||||||||||||||
All other Liabilities | ||||||||||||||||||||
Total Liabilities | $ | $ | $ | $ | $ |
As of December 31, 2021 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Accounts receivable, net | $ | $ | $ | $ | $ | |||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||||||||
Deposits and other assets | ||||||||||||||||||||
Intangible assets | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Inventory | ||||||||||||||||||||
All other assets | ||||||||||||||||||||
Total Assets | $ | $ | $ | $ | $ | |||||||||||||||
Accounts payable and accrued liabilities | $ | $ | $ | $ | $ | |||||||||||||||
Note payable, net of debt discount and issuance costs | ||||||||||||||||||||
Deferred revenue | ||||||||||||||||||||
All other Liabilities | ||||||||||||||||||||
Total Liabilities | $ | $ | $ | $ | $ |
F-45
For the three months ended September 30, 2022 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Net revenue | $ | $ | $ | $ | $ | |||||||||||||||
Cost of revenue | ||||||||||||||||||||
Gross margin (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||
Research and development | ||||||||||||||||||||
Marketing | ||||||||||||||||||||
Stock based compensation | ||||||||||||||||||||
General and administrative not including depreciation, amortization, or Impairment | ||||||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||
Impairment of intangibles | ||||||||||||||||||||
Total operating expenses | $ | $ | $ | $ | $ | |||||||||||||||
Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
All other expenses | ( | ) | ( | ) | ||||||||||||||||
Other expenses, net | ( | ) | ( | ) | ( | ) | ||||||||||||||
Loss before income tax provision | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
For the three months ended September 30, 2021 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Net revenue | $ | $ | $ | $ | - | $ | ||||||||||||||
Cost of revenue | - | |||||||||||||||||||
Gross margin | ( | ) | ( | ) | - | ( | ) | |||||||||||||
Research and development | - | |||||||||||||||||||
Marketing | - | |||||||||||||||||||
Stock based compensation | - | |||||||||||||||||||
General and administrative | ||||||||||||||||||||
Total operating expenses | ||||||||||||||||||||
Loss before income tax provision and equity in net loss from unconsolidated investments | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
For the Nine months ended September 30, 2022 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Net revenue | $ | $ | $ | $ | - | $ | ||||||||||||||
Cost of revenue | - | |||||||||||||||||||
Gross margin (loss) | ( | ) | ( | ) | - | ( | ) | |||||||||||||
Research and development | - | - | ||||||||||||||||||
Marketing | - | |||||||||||||||||||
Stock based compensation | ||||||||||||||||||||
General and administrative not including depreciation, amortization, or Impairment | ||||||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||
Impairment of intangibles | - | - | ||||||||||||||||||
Total operating expenses | $ | $ | $ | $ | $ | |||||||||||||||
Interest expense | ( | ) | - | ( | ) | ( | ) | |||||||||||||
All other expenses | - | - | ( | ) | ( | ) | ||||||||||||||
Other expenses, net | ( | ) | - | ( | ) | ( | ) | |||||||||||||
Loss before income tax provision | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
F-46
For the nine months ended September 30, 2021 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Net revenue | $ | $ | $ | $ | - | $ | ||||||||||||||
Cost of revenue | - | |||||||||||||||||||
Gross margin | ( | ) | ( | ) | - | ( | ) | |||||||||||||
Research and development | - | |||||||||||||||||||
Marketing | - | |||||||||||||||||||
Stock based compensation | ||||||||||||||||||||
General and administrative | ||||||||||||||||||||
Total operating expenses | $ | $ | $ | $ | $ | |||||||||||||||
Loss before income tax provision and equity in net loss from unconsolidated investments | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
Note 14 – Subsequent Events
Warrant Exercises
Subsequent
to September 30, 2022, a total of
Promissory Notes
Subsequent
to September 30, 2022, the Company entered into one promissory note agreement with net proceeds of $
Common Stock Purchase Agreement, Securities Purchase Agreement and Promissory Note
On October 20, 2022, Creatd, Inc. a Nevada corporation
(the “Company”), entered into a Common Stock Purchase Agreement (the “Investment Agreement”) with an otherwise
unaffiliated third party (the “Investor”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36)
months commencing on the trading day immediately following date of effectiveness of the Registration Statement (as defined below), the
Investor purchase up to $
On October
20, 2022, the Company also entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investor, pursuant
to which the Company issued to the Investor on that date a Promissory Note (the “Note”) in the principal amount of $
F-47
The Note
bears interest at the rate of
On October 20, 2022, in connection with the entry by the Company and the Investor into the economic agreements, (i.e., the Investment Agreement, the Purchase Agreement, and the Note and the funding thereof), the Company issued 800,000 shares of its common stock to the Investor.
Securities Purchase Agreement
On October
24, 2022 (the “Effective Date”), the Company, entered into and closed securities purchase agreement (the “Purchase Agreement”)
with one accredited investor (the “Investor”), whereby the Investor purchased from the Company for an aggregate of $
The Debenture has an original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, 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 $0.20 per share, subject to adjustment upon certain events.
In connection
with its entry into the Purchase Agreement and issuance of the Debenture, the Company also entered into a side letter agreement (the “Letter
Agreement”) with the holders of debentures of the Company, the Series C Warrants and Series D Warrants issued as of May 31, 2022
(the “May Investors”) and the holders of debentures of the Company, the Series E Warrants and Series F Warrants issued as
of July 25, 2022 (the “July Investors”). Pursuant to the Letter Agreement each of the May Investors and the July Investors
have entered into a lock-up agreement whereby they may not sell any such debentures, warrants, the shares into which such debentures may
be converted, or certain shares underlying such warrants until the date that is 30 days after the date on which the registration statement
registering for resale the shares of the Company’s common stock underlying the Debenture is declared effective by the Securities
and Exchange Commission. Additionally, the Letter Agreement, provides that the May Investors and July Investors have agreed to a further
lock up of such shares for a further 30 days upon the receipt of a certain amount of the proceeds from future potential issuances of debentures,
common stock or similar securities by the Company. Further additionally, pursuant to the Letter Agreement, the May Investors and the July
Investors have agreed to exchange and return for cancellation the Series C Warrants, Series D Warrants, Series E Warrants and Series F
Warrants, receiving replacement warrants from the Company (the “Replacement Warrants”), in consideration for (i) the Company’s
payment of $
F-48
Creatd, Inc.
December 31, 2021 and 2020
Index to the Consolidated Financial Statements
F-49
![]() |
www.rrbb.com |
ROSENBERG RICH BAKER BERMAN & COMPANY | |
265 Davidson Avenue, Suite 210 ● Somerset, NJ 08873-4120 ● PHONE 908-231-1000 ● FAX 908-231-6894 | |
111 Dunnell Road, Suite 100 ● Maplewood, NJ 07040 ● PHONE 973-763-6363 ● FAX 973-763-4430 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Creatd, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Creatd, Inc. and Subsidiaries (the Company) as of December 31, 2021 and 2020, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● CENTER FOR AUDIT QUALITY ● PRIVATE COMPANIES PRACTICE SECTION ● PRIME GLOBAL ● REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
F-50
![]() |
|
ROSENBERG RICH BAKER BERMAN & COMPANY |
To the Board of Directors and
Stockholders of Creatd, Inc. and Subsidiaries
Revenue Recognition
As described in Note 2 to the consolidated financial statements, the Company recognizes revenue in accordance with FASB Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customers; (2) identify performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies the performance obligations.
For subscription revenue recognized by the Company, the transaction price is reduced for consideration payable to customers. Because such consideration is paid to both customers and “freemium” subscribers, it requires significant estimates as to the allocation and timing of these reductions in the transaction price. These estimates required auditor judgment and consideration of some subjective factors in evaluating the estimates.
How the Critical Matter Was Addressed in the Audit
The primary audit procedures we performed to address this critical audit matter included:
● | Gained detailed understanding of processes related to subscription revenue, including evaluation of controls within the Company and the results of an audit of internal controls at the external payment processing organization. |
● | Verified the validity of customer payment data by testing the completeness and accuracy of the population of customer payments and by subscriber type. |
● | Critically evaluated management’s estimated allocations based on supportable information, including refined methodologies and estimates based on historical data for consideration paid to customers. |
Evaluation of Variable Interest Entities for Consolidation
As described in Note 2 to the consolidated financial statements, the Company’s management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements. If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable.
We identified management’s accounting for variable interest entities as a critical audit matter because there is significant judgment required by management to evaluate the contractual arrangements under the variable interest entity consolidation model. Auditing such considerations involved especially challenging auditor judgment in evaluating the appropriateness of the Company’s assessment and an increased audit effort.
F-51
![]() |
|
ROSENBERG RICH BAKER BERMAN & COMPANY |
To the Board of Directors and
Stockholders of Creatd, Inc. and Subsidiaries
How the Critical Matter Was Addressed in the Audit
The primary audit procedures we performed to address this critical audit matter included:
● | Evaluating the reasonableness and appropriateness of management’s evaluation of each VIE and determination of primary beneficiary of the VIE through a decision-making workflow. |
● | Reading pertinent supporting organizational documents and agreements associated with each VIE and relevant business plans and documentation to agree key terms with those used in management’s evaluation of each VIE. |
● | Performed corroborative interviews with personnel involved in each entity analyzed to determine the business purpose of the transactions in the time frame the initial equity interests were acquired. |
Rosenberg Rich Baker Berman, P.A.
We have served as the Company’s auditor since 2018.
Somerset, New Jersey
April 6, 2022
F-52
Creatd, Inc.
Consolidated Balance Sheets
December 31, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash | $ | $ | ||||||
Accounts receivable, net | ||||||||
Inventory | - | |||||||
Prepaid expenses and other current assets | ||||||||
Total Current Assets | ||||||||
Property and equipment, net | ||||||||
Intangible assets | ||||||||
Goodwill | ||||||||
Marketable securities | - | |||||||
Deposits and other assets | ||||||||
Minority investment in businesses | ||||||||
Operating lease right of use asset | ||||||||
Total Assets | $ | $ | ||||||
Liabilities and Stockholders’ Deficit | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | $ | $ | ||||||
Derivative liabilities | - | |||||||
Convertible Notes, net of debt discount and issuance costs | ||||||||
Current portion of operating lease payable | ||||||||
Note payable, net of debt discount and issuance costs | ||||||||
Deferred revenue | ||||||||
Total Current Liabilities | ||||||||
Non-current Liabilities: | ||||||||
Note payable | ||||||||
Operating lease payable | - | |||||||
Total Non-current Liabilities | ||||||||
Total Liabilities | ||||||||
Commitments and contingencies | ||||||||
Stockholders’ Equity | ||||||||
Series E Preferred stock, $ | - | |||||||
Common stock par value $ | ||||||||
Additional paid in capital | ||||||||
Subscription receivable | - | ( | ) | |||||
Less: Treasury stock, | ( | ) | ( | ) | ||||
Accumulated deficit | ( | ) | ( | ) | ||||
Accumulated other comprehensive income | ( | ) | ( | ) | ||||
Total Creatd, Inc. Stockholders’ Equity | ||||||||
Non-controlling interest in consolidated subsidiaries | - | |||||||
Total Liabilities and Stockholders’ Equity | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
F-53
Creatd, Inc.
Consolidated Statements of Comprehensive Loss
For the Year Ended | For the Year Ended | |||||||
December 31, 2021 |
December 31, 2020 |
|||||||
Net revenue (related party of $ |
$ | $ | ||||||
Cost of revenue | ||||||||
Gross loss | ( |
) | ( |
) | ||||
Operating expenses | ||||||||
Research and development | ||||||||
Marketing | ||||||||
Stock based compensation | ||||||||
Impairment of goodwill | - | |||||||
General and administrative | ||||||||
Total operating expenses | ||||||||
Loss from operations | ( |
) | ( |
) | ||||
Other income (expenses) | ||||||||
Other income | ||||||||
Interest expense | ( |
) | ( |
) | ||||
Accretion of debt discount and issuance cost | ( |
) | ( |
) | ||||
Derivative expense | ( |
) | - | |||||
Change in derivative liability | ( |
) | ||||||
Impairment of investment | ( |
) | ( |
) | ||||
Impairment of debt security | - | ( |
) | |||||
Settlement of vendor liabilities | ( |
) | ||||||
Loss on marketable securities | - | ( |
) | |||||
Gain (loss) on extinguishment of debt | ( |
) | ||||||
Gain on forgiveness of debt | ||||||||
Other expenses, net | ( |
) | ( |
) | ||||
Loss before income tax provision and equity in net loss from unconsolidated investments | ( |
) | ( |
) | ||||
- | - | |||||||
Equity in net loss from equity method investment Income tax provision | ||||||||
Net loss | ( |
) | ( |
) | ||||
Non-controlling interest in net loss | - | |||||||
Net Loss attributable to Creatd, Inc. | ( |
) | ( |
) | ||||
Deemed dividend | ( |
) | ( |
) | ||||
Inducement expense | ||||||||
Net loss attributable to common shareholders | $ | ( |
) | $ | ( |
) | ||
Comprehensive loss | ||||||||
Net loss | ( |
) | ( |
) | ||||
Currency translation gain (loss) | ( |
) | ( |
) | ||||
Comprehensive loss | $ | ( |
) | $ | ( |
) | ||
Per-share data | ||||||||
$ | ( |
) | $ | ( |
) | |||
The accompanying notes are an integral part of these consolidated financial statements.
F-54
Creatd, Inc.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Years Ended December 31, 2021 and 2020
Series E Preferred Stock | Common Stock | Treasury stock | Additional Paid In | Subscription | Accumulated | Non-Controlling | Other Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Deficit | Interest | Income | Equity | |||||||||||||||||||||||||||||||||||||
Balance, December 31, 2019 | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
Shares issued with notes payable | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to settle vendor liabilities | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of warrants to stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
Conversion of options to stock | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Stock warrants issued with note payable | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Cancellation of Treasury stock | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
Recognition of intrinsic value of beneficial conversion features – convertible notes | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Cash received for common stock and warrants | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Cash received for preferred series E and warrants | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued upon conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock and warrants issued upon extinguishment of notes payable | - | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
Dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2020 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | - | $ | ( | ) | $ | ||||||||||||||||||||||||||||
Stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for prepaid services | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to settle vendor liabilities | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants to stock | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Cash received for common stock and warrants | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Cash received for preferred series E and warrants | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred series E to stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
Stock warrants issued with note payable | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
Dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
Net loss for the year months ended December 31, 2021 | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ |
The accompanying notes are an integral part of these consolidated financial statements.
F-55
Creatd, Inc.
Consolidated Statements of Cash Flows
For the Year Ended | For the Year Ended | |||||||
December 31, 2021 | December 31, 2020 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | ||||||||
Impairment of investments | ||||||||
Impairment of intangible assets | ||||||||
Accretion of debt discount and issuance cost | ||||||||
Share-based compensation | ||||||||
Bad debt expense | ||||||||
Change in fair value of derivative liabilities | ( | ) | ||||||
Gain on marketable securities | ||||||||
Gain on Forgiveness of debt | ( | ) | ||||||
Settlement of vendor liabilities | ( | ) | ||||||
Change in fair value of derivative liability | ||||||||
Derivative Expense | ||||||||
(Gain) loss on extinguishment of debt | ( | ) | ||||||
Non cash lease expense | ||||||||
Equity interest granted for other income | ( | ) | ||||||
Equity in net loss from unconsolidated investment | ||||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | ( | ) | ( | ) | ||||
Inventory | ( | ) | ||||||
Accounts receivable | ( | ) | ( | ) | ||||
Deposits and other assets | ( | ) | ( | ) | ||||
Deferred revenue | ||||||||
Accounts payable and accrued expenses | ||||||||
Unrecognized tax benefit | ( | ) | ||||||
Operating lease liability | ( | ) | ( | ) | ||||
Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Issuance of note receivable | ||||||||
Cash paid for property and equipment | ( | ) | ( | ) | ||||
Deposits | ( | ) | ||||||
Cash paid for minority investment in business | ( | ) | ||||||
Cash paid for equity method investment | ( | ) | ( | ) | ||||
Cash paid for investments in marketable securities | ( | ) | ||||||
Sale of marketable securities | ||||||||
Cash consideration for acquisition | ( | ) | ||||||
Purchases of digital assets | ( | ) | ||||||
Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from the exercise of warrant | ||||||||
Net proceeds from issuance of notes | ||||||||
Repayment of notes | ( | ) | ( | ) | ||||
Proceeds from issuance of demand loan | ||||||||
Repayment of demand Loan | ( | ) | ||||||
Proceeds from issuance of convertible note | ||||||||
Repayment of convertible notes | ( | ) | ( | ) | ||||
Proceeds from issuance of convertible notes - related party | ||||||||
Proceeds from issuance of note payable - related party | ||||||||
Repayment of note payable - related party | ( | ) | ( | ) | ||||
Proceeds from issuance of common stock and warrants | ||||||||
Cash received for preferred series E and warrants | ||||||||
Purchase of treasury stock and warrants | ( | ) | ||||||
Net Cash Provided By Financing Activities | ||||||||
Effect of exchange rate changes on cash | ( | ) | ( | ) | ||||
Net Change in Cash | ( | ) | ||||||
Cash - Beginning of Year | ||||||||
Cash - End of year | $ | $ | ||||||
SUPPLEMENTARY CASH FLOW INFORMATION: | ||||||||
Cash Paid During the Year for: | ||||||||
Income taxes | $ | $ | ||||||
Interest | $ | $ | ||||||
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Settlement of vendor liabilities | $ | $ | ||||||
Conversion of marketable debt securities into equity securities | $ | $ | ||||||
Beneficial conversion feature on convertible notes | $ | $ | ||||||
Warrants issued with debt | $ | $ | ||||||
Shares issued with debt | $ | $ | ||||||
Issuance of common stock for prepaid services | $ | $ | ||||||
Cancellation of Treasury stock | $ | $ | ||||||
Conversion of note payable and interest into convertible notes | $ | $ | ||||||
Conversion of Demand loan into notes payable | $ | $ | ||||||
Deferred offering costs | $ | $ | ||||||
Common stock and warrants issued upon conversion of notes payable | $ | $ | ||||||
Shares issued for acquisition | $ | $ | ||||||
Conversion of note payable and interest into convertible notes | $ | $ | ||||||
Reduction of ROU asset related to re-measurement of lease liability | $ | $ | ||||||
Repayment of promissory notes from Australian R&D credits | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
F-56
Creatd, Inc.
December 31, 2021
Notes to the Consolidated Financial Statements
Note 1 – Organization and Operations
Creatd, Inc., formerly Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Creatd”), is a technology company focused on providing economic opportunities for creators, which it accomplishes through its four main business pillars: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Creatd’s flagship product, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests.
The Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business.
On
February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH
(“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”),
entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Merger Sub was merged with and into Jerrick,
with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, pursuant to the Merger, all of
the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”),
pro-rata, a total of
In
connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”),
pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability
company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of
Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick.
Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.
On
September 11, 2019, the Company acquired
On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective on September 10, 2020.
On
June 4, 2021, the Company acquired
On
July 20, 2021, the Company acquired
On
August 16, 2021, the Company acquired
On
October 3, 2021, the Company acquired
Note 2 – Significant Accounting Policies and Practices
Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America.
F-57
Use of Estimates and Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property.
During the fourth quarter of 2021, management changed its estimates for cost of revenues. This change in estimates did not result in a change to loss from operations or net loss.
Actual results could differ from those estimates.
Presentation
During 2021, we adopted a change in presentation on our Consolidated Statements of Comprehensive Loss in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses related to cost of goods sold. Prior periods have been revised to reflect this change in presentation.
Principles of consolidation
The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists.
As of December 31, 2021, the Company’s consolidated subsidiaries and/or entities are as follows:
Name of combined affiliate | State
or other jurisdiction of incorporation or organization |
Company Ownership Interest |
||||
Jerrick Ventures LLC | % | |||||
Abacus Tech Pty Ltd | % | |||||
Seller’s Choice, LLC | % | |||||
Recreatd, LLC | % | |||||
Give, LLC | % | |||||
Creatd Partners LLC | % | |||||
Dune Inc. | % | |||||
Plant Camp LLC | % | |||||
Sci-Fi Shop, LLC | % | |||||
OG Collection LLC | % | |||||
VMENA LLC | % | |||||
Vocal For Brands, LLC | % | |||||
Vocal Ventures LLC | % | |||||
What to Buy, LLC | % | |||||
WHE Agency, Inc. | % |
All inter-company balances and transactions have been eliminated.
Variable Interest Entities
Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements. If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable
F-58
Fair Value of Financial Instruments
The fair value measurement disclosures are grouped into three levels based on valuation factors:
● | Level 1 – quoted prices in active markets for identical investments |
● | Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) |
● | Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) |
The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at December 31, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments.
The Company’s Level 2 assets/liabilities include certain of the Company’s notes payable and capital lease obligations. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace.
The Company’s Level 3 assets/liabilities include goodwill, intangible assets, marketable debt securities, equity investments at cost, and derivative liabilities. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.
The following tables provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis:
Fair Value Measurements as of
December 31, 2020
Total | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Marketable securities - debt securities | $ | $ | $ | $ | ||||||||||||
Total assets | $ | $ | $ | $ | ||||||||||||
Liabilities: | ||||||||||||||||
Derivative liabilities | $ | $ | $ | $ | ||||||||||||
Total Liabilities | $ | $ | $ |
Fair Value Measurements as of
December 31, 2021
Total | Quoted
Prices in Active Markets for Identical Assets or Liabilities (Level 1) |
Quoted
Prices for Similar Assets or Liabilities in Active Markets (Level 2) |
Significant
Unobservable Inputs (Level 3) |
|||||||||||||
Assets: | ||||||||||||||||
Marketable securities - debt securities | $ | $ | $ | $ | ||||||||||||
Total assets | $ | $ | $ | $ | ||||||||||||
Liabilities: | ||||||||||||||||
Derivative liabilities | $ | $ | $ | $ | ||||||||||||
Total Liabilities | $ | $ | $ |
F-59
The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of December 31, 2021 and 2020:
Fair
Value As of December 31, 2021 | Fair
Value As of December 31, 2020 | Valuation
Methodology | Unobservable
Inputs | |||||||||
Marketable securities - debt securities | $ | $ | ||||||||||
Derivative liabilities | $ | $ |
The following tables provides a summary of the relevant assets that are measured at fair value on non-recurring basis:
Fair Value Measurements as of
December 31, 2021
Total | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Equity investments, at cost | $ | $ | $ | $ | ||||||||||||
Total assets | $ | $ | $ | $ |
Fair Value Measurements as of
December 31, 2020
Total | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) |
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets: | ||||||||||||||||
Equity investments, at cost | $ | $ | $ | $ | ||||||||||||
Total assets | $ | $ | $ | $ |
The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of December 31, 2021:
Fair
Value As of December 31, 2021 | Fair
Value As of December 31, 2020 | Valuation Methodology | Unobservable Inputs | |||||||||
Equity investments, at cost | $ | $ |
The Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect all amounts due according to the contractual terms, and the amount of loss can be estimated. The loss is estimated based on the present value of expected cash flows.
F-60
The
change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December
31, 2021 and 2020 was $
The Company valued the initial value of debt securities, which are investments in convertible notes receivable, by assessing the separate values of the debt and equity components for similar instruments convertible into private company equity (Level 3). The investment was initially measured at cost, which was determined to approximate fair value due to the lack of marketability of the conversion shares underlying these convertible instruments and the expected recoverability of the note principal. The key assumption affecting the level 3 fair values would be observable price changes to the equity investments. The Company monitors for impairment indicators at each balance sheet date.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
At
times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”)
insurable limits . The Company has never experienced any losses related to these balances. As of December 31, 2021 and 2020, cash amounts
in excess of $
Concentration of Credit Risk and Other Risks and Uncertainties
The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information.
The
Company operates in Australia and holds total assets of $
Property and Equipment
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:
Estimated Useful Life (Years) | ||
Computer equipment and software | ||
Furniture and fixtures |
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.
Long-lived Assets Including Goodwill and Other Acquired Intangible Assets
We
evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events
or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level
for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these
assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate
from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets
is not recoverable, the carrying amount of such assets is reduced to fair value. During the year ended December 31, 2021 and 2020, the
Company recorded an impairment charge of $
Acquired
finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review
the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful
life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.
The remaining weighted average life of the intangible assets are
Scheduled amortization over the next five years are as follows: |
Twelve months ending December 31, | ||||
2022 | $ | |||
2023 | ||||
2024 | ||||
2025 | ||||
2026 | ||||
Thereafter | ||||
Total | $ |
F-61
Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units.
During
the year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative
assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was
more likely than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company
determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value,
including Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $
The following table sets forth a summary of the changes in goodwill for the years ended December 31, 2020 and 2021.
For
the years ended December 31, 2021 and 2020 | ||||
Total | ||||
As of January 1, 2020 and 2021 | $ | |||
Goodwill acquired in a business combination | ||||
Impairment of goodwill | ( | ) | ||
As of December 31, 2021 |
Investments
Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders’ equity.
The Company accounts for its investments in available-for-sale debt securities, in accordance with sub-topic 320-10 of the FASB ASC (“Sub-Topic 320-10”). Accrued interest on these securities is included in fair value and amortized cost.
Pursuant to Paragraph 320-10-35, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized.
The Company follows FASB ASC 320-10-35 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), an other-than-temporary impairment shall be considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, an other-than-temporary impairment shall be considered to have occurred. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date.
The following table sets forth a summary of the changes in marketable securities - available-for-sale debt securities that are measured at fair value on a recurring basis:
For
the years ended December 31, 2021 and 2020 | ||||
Total | ||||
As of January 1, 2020 | ||||
Purchase of marketable securities | $ | |||
Interest due at maturity | ||||
Other than temporary impairment | ( | ) | ||
Conversion of marketable securities | ( | ) | ||
As of December 31, 2020 | ||||
Purchase of marketable securities | ||||
Interest due at maturity | ||||
Other than temporary impairment | ( | ) | ||
Conversion of marketable securities | ||||
December 31, 2021 | $ |
F-62
We
invest in debt securities.
The following table sets forth a summary of the changes in equity investments, at cost that are measured at fair value on a non-recurring basis:
For
the years ended December 31, 2021 and 2020 | ||||
Total | ||||
As of January 1, 2020 | $ | |||
Purchase of equity investments | ||||
Conversion of marketable securities | ||||
As of December 31, 2020 | ||||
Purchase of equity investments | ||||
Other than temporary impairment | ( | ) | ||
Conversion to equity method investments | ( | ) | ||
As of December 31, 2021 | $ |
The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately.
The
Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment
indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating,
asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment
of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which
the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant
concerns about the investee’s ability to continue as a going concern. During the year ended December 31, 2021 the Company recognized
a $
Equity Method Investments
Investments
in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the
equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial
statements. Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss
is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease
to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are
recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment
if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were indicators
of impairment related to our equity method investments for the year ended December 31, 2021. During the year ended December 31, 2021,
the Company recorded an impairment charge of $
F-63
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Foreign Currency
Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented.
Derivative Liability
The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
F-64
The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017, on a retrospective basis.
The Company utilizes a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.
Shipping and Handling Costs
The Company classifies freight billed to customers as sales revenue and the related freight costs as cost or revenue.
Revenue Recognition
Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
● | identification of the contract, or contracts, with a customer; |
● | identification of the performance obligations in the contract; |
● | determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mile basis) and cash prizes offered to Challenge winners; |
● | allocation of the transaction price to the performance obligations in the contract; and |
● | recognition of revenue when, or as, we satisfy a performance obligation. |
Revenue disaggregated by revenue source for the years ended December 31, 2021 and 2020 consists of the following:
Years Ended | ||||||||
December 31, | ||||||||
2021 | 2020 | |||||||
Agency (Managed Services, Branded Content, & Talent Management Services) | $ | $ | ||||||
Platform (Creator Subscriptions) | ||||||||
Ecommerce (Tangible products) | ||||||||
Affiliate Sales | ||||||||
Other Revenue | ||||||||
$ | $ |
F-65
The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the years ended December 31, 2021 and 2020 consists of the following:
Years Ended | ||||||||
December 31, | ||||||||
2021 | 2020 | |||||||
Products and services transferred over time | $ | $ | ||||||
Products and services transferred at a point in time | ||||||||
$ | $ |
Agency Revenue
Managed Services
The
Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands
which encompasses a full range of digital marketing and e-commerce solutions. The Company’s services include the setup and ongoing
management of clients’ websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and
other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three
categories: Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately
$
Branded Content
Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, the performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price.
Below are the significant components of a typical agreement pertaining to branded content revenue:
● | The Company collects fixed fees ranging from $ | |
● | Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client. |
F-66
● | Branded articles and challenges are promoted per the contract and engagement reports are provided to the client. | |
● | Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. |
Talent Management Services
Talent
Management represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and
oversee influencer-led campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity
for influencers and collects a management fee of
Below are the significant components of a typical agreement pertaining to talent management revenue:
● | Total gross contracts range from $ |
● | The Company collects fixed fees in the amount of |
● | The campaign is created and made live by the influencer within one month of the signed agreement, or as previously negotiated with the client. |
● | Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels. |
● | Most billing for contracts occur |
Platform Revenue
Creator Subscriptions
Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are subject to promotional discounts and free trials. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned.
The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners. Estimates are utilized for payments made for earnings through reads, by establishing the lifetime a subscriber has had a Vocal account, determining the percentage of that lifetime that the subscriber has been a paying customer, and applying that percentage to payments for earnings through reads in the relevant reporting period.
Affiliate Sales Revenue
Affiliate
sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on
the Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an
affiliate’s site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate
platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their
own commission percentage, which typically range from
E-Commerce Revenue
The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of two majority-owned e-commerce companies, Camp (previously Plant Camp) and Dune Glow Remedy (“Dune”). The Company generates revenue through the sale of Camp and Dune’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused items. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention.
Deferred Revenue
Deferred revenue consists of billings and payments
from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue
is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will
recognize the deferred revenue over the next year. As of December 31, 2021, and 2020, the Company had deferred revenue of $
F-67
Accounts Receivable and Allowances
Accounts
receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting
and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified
SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the
receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance
for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable
balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from
customers. During the years ended December 31, 2021 and 2020, the Company recorded $
Inventory
Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of December 31, 2021 and 2020, the Company has no valuation allowance.
Stock-Based Compensation
The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur.
Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods.
The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is volatility is derived from the Company’s historical data over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. Forfeitures are recognized as they occur.
Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period. The vesting period is generally one to three years. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock units. Compensation expense is reduced for actual forfeitures as they occur.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
F-68
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
During
the year ended December 31, 2021 and 2020, we recognized a $
Loss Per Share
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended December 31, 2021 and 2020 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
The Company had the following common stock equivalents at December 31, 2021 and 2020:
December 31, | ||||||||
2021 | 2020 | |||||||
Options | ||||||||
Warrants | ||||||||
Totals |
Reclassifications
Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. During the year ended December 31, 2021, we adopted a change in presentation on our consolidated statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with our peers. Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts. Prior periods have been revised to reflect this change in presentation.
Recently Adopted Accounting Guidance
In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The updated guidance, which became effective for fiscal years beginning after December 15, 2020, did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Guidance Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
F-69
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for annual periods after December 15, 2021, including interim periods within those annual periods. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.
Note 3 – Going Concern
The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the consolidated financial statements,
as of December 31, 2021, the Company had an accumulated deficit of $
On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be to the Company, capital raising efforts and our operations may be negatively affected.
F-70
The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering.
The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Inventory
Inventory was comprised of the following at December 31, 2021:
December 31, 2021 | ||||
Packaging | $ | |||
Finished goods | ||||
$ |
Note 5 – Property and Equipment
Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:
December 31, 2021 | December 31, 2020 | |||||||
Computer Equipment | $ | $ | ||||||
Furniture and Fixtures | ||||||||
Leasehold Improvements | - | |||||||
Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
$ | $ |
Depreciation
expense was $
Note 6 – Equity investments, at cost
The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately.
The Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant concerns about the investee’s ability to continue as a going concern.
F-71
On
October 2, 2020, the Company converted $
On
October 23, 2020, the Company entered into an equity interest purchase agreement whereas the Company purchased
On
February 17, 2021, the Company entered into a membership interest purchase agreement whereas the Company purchased another
On
May 21, 2021, the Company entered into a common stock purchase agreement whereas the Company purchased
Note 7 – Equity Method Investments
During the year ended December 31, 2021, we invested
$
Note 8 – Notes Payable
Notes payable as of December 31, 2021 and 2020 is as follows:
Outstanding Principal as of | ||||||||||||||
December 31, 2021 |
December 31, 2020 |
Interest Rate |
Maturity Date | |||||||||||
Seller’s Choice Note | $ | $ | % | |||||||||||
The May 2020 PPP Loan Agreement | % | |||||||||||||
The April 2020 PPP Loan Agreement | % | |||||||||||||
The October 2020 Loan Agreement | % | |||||||||||||
The November 2020 Loan Agreement | % | |||||||||||||
The February 2021 Loan Agreement | % | |||||||||||||
The July 2021 Loan Agreement | % | |||||||||||||
The First December 2021 Loan Agreement | % | |||||||||||||
The Second December 2021 Loan Agreement | % | |||||||||||||
Less: Debt Discount | ( |
) | ||||||||||||
Less: Debt Issuance Costs | ||||||||||||||
Less: Current Debt | ( |
) | ( |
) | ||||||||||
Total Long-Term Debt | $ | $ |
Seller’s Choice Note
On
September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC. As a part of the consideration
provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal
amount of $
F-72
During
the year ended December 31, 2021, the Company accrued interest of $
On
March 3, 2022, the Company settled the Seller’s Choice Note for a cash payment of $
The First March 2020 Loan Agreement
On
March 23, 2020, the Company entered into a loan agreement (the “First March 2020 Loan Agreement”) with an individual (the
“First March 2020 Lender”) whereby the First March 2020 Lender issued the Company a promissory note of $
During
the year ended December 31, 2020, the Company repaid $
The Second March 2020 Loan Agreement
On
March 26, 2020, the Company entered into a loan agreement (the “Second March 2020 Loan Agreement”) with an individual (the
“Second March 2020 Lender”), whereby the Second March 2020 Lender issued the Company a promissory note of $
During
the year ended December 31, 2020, the Company repaid $
The April 2020 PPP Loan Agreement
On
April 30, 2020, the Company was granted a loan with a principal amount of $
During
the year ended December 31, 2021, the Company accrued interest of $
During
the year ended December 31, 2021, the Company repaid $
The Company is in the process of returning the funds received from the Loan.
When the applications for PPP first opened up, there was limited available funding and much confusion surrounding the application process. The Company initially submitted its application for the May 2020 PPP Loan in early April but received no response in the aftermath of submitting the application. After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant media coverage of institutions running out of funding and the Company’s need for the capital and belief that if 2 separate loans were approved, the remaining application could simply be withdrawn.
Therefore, in late April, the company proceeded with applying for the April 2020 PPP Loan. After some conflicting communications regarding acceptance, the Company attempted to contact the lender to clarify but got no response. After continued attempts to follow up with both lenders, the Company received approval for the May 2020 PPP Loan and funding for the April 2020 PPP Loan on the same day, followed the next day by the funding of the May 2020 PPP Loan. The Company immediately separated the funds for the April 2020 PPP Loan into a separate reserved bank account with the intention of returning the funds. However, after several attempts to contact the lender with no response, the Company was faced with difficulty raising funds in the early-Covid economy and made the decision to utilize the funds for operations and pursue an installment repayment plan when they were able to reach the lender. As of the date of this filing, the Company has begun making repayments on the loan, absent a formal installment agreement due to difficulties reaching the lender.
As each company is only permitted one loan under the CARES Act, there is a possibility the loan may be called by the SBA and the Company would have to repay the loan in full at such time.
F-73
The May 2020 PPP Loan Agreement
On
May 4, 2020, Jerrick Ventures, LLC (“Jerrick Ventures”), the Company’s wholly-owned subsidiary, was granted a loan
from PNC Bank, N.A. with a principal amount of $
During
the year ended December 31, 2021, the Company accrued interest of $
During the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest.
The June 2020 Loan Agreement
On
June 30, 2020, the Company entered into a loan agreement (the “June 2020 Loan Agreement”) with a banking institution (the
“June 2020 Lender”), whereby the June 2020 Lender issued the Company a promissory note of A$
During
the year ended December 31, 2020 the Company repaid A$
The October 2020 Loan Agreement
On
October 6, 2020, the Company entered into a secured loan agreement (the “October 2020 Loan Agreement”) with a lender (the
“October 2020 Lender”), whereby the October 2020 Lender issued the Company a secured promissory note of $
During
the year ended December 31, 2021, the Company accrued $
During
the year ended December 31, 2021, the Company’s repaid $
The November 2020 Loan Agreement
On November
24, 2020, the Company entered into a loan agreement (the “November 2020 Loan Agreement”) with a lender (the “November
2020 Lender”) whereby the November 2020 Lender issued the Company a promissory note of $
During
the year ended December 31, 2020, the Company repaid $
During
the year ended December 31, 2021, the Company repaid $
The February 2021 Loan Agreement
On
February 24, 2021, the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the
“February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of $
During
the year ended December 31, 2021, the Company accrued $
F-74
The April 2021 Loan Agreement
On April
9, 2021, the Company entered into a loan agreement (the “April 2021 Loan Agreement”) with a lender (the “April 2021
Lender”) whereby the April 2021 Lender issued the Company a promissory note of $
During
the year ended December 31, 2021, the Company repaid $
The July 2021 Loan Agreement
On July
2, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with a lender (the “July 2021 Lender”)
whereby the July 2021 Lender issued the Company a promissory note of $
During
the year ended December 31, 2021, the Company repaid $
The First December 2021 Loan Agreement
On December
3, 2021, the Company entered into a loan agreement (the “First December 2021 Loan Agreement”) with a lender (the “First
December 2021 Lender”) whereby the First December 2021 Lender issued the Company a promissory note of $
During
the year ended December 31, 2021, the Company repaid $
The Second December 2021 Loan Agreement
On
December 14, 2021, the Company entered into a secured loan agreement (the “Second December 2021 Loan Agreement”) with a lender
(the “Second December 2021 Lender”), whereby the Second December 2021 Lender issued the Company a secured promissory note
of $
During
the year ended December 31, 2021, the Company accrued $
Note 9 – Convertible Notes Payable
Convertible notes payable as of December 31, 2021, and 2020, is as follows:
Outstanding Principal as of | Warrants granted | |||||||||||||||||||||||||||
December 31, 2021 |
December 31, 2020 |
Interest Rate |
Conversion Price |
Maturity Date |
Quantity | Exercise Price |
||||||||||||||||||||||
The September 2020 convertible Loan Agreement | $ | $ | % | (*) | ||||||||||||||||||||||||
The First December 2020 convertible Loan Agreement | % | (*) | ||||||||||||||||||||||||||
The October 2020 convertible Loan Agreement | % | (*) | ||||||||||||||||||||||||||
The Second December 2020 convertible Loan Agreement | % | (*) | ||||||||||||||||||||||||||
The May 2021 Loan | % | (*) | ||||||||||||||||||||||||||
The July 2021 Loan | % | (*) | ||||||||||||||||||||||||||
Less: Debt Discount | ( |
) | ( |
) | ||||||||||||||||||||||||
Less: Debt Issuance Costs | ( |
) | ( |
) | ||||||||||||||||||||||||
Less: Current Debt | ( |
) | ( |
) | ||||||||||||||||||||||||
Total Long-Term Debt | $ | $ |
(*) |
F-75
The February 2018 Convertible Note Offering
During the three months ended March 31, 2018, the
Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible Note
Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors”
(the “February 2018 Investors”) for aggregate gross proceeds of $
The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $12.00 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $12.00 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000.
The February 2018 Note Conversion Price and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.
The conversion feature of the February 2018 Convertible
Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally
characterized as a beneficial conversion feature (“BCF”). When the Company records a BCF the relative fair value of the BCF
is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt
discount of $
The Company recorded a $
In connection with the February 2018 Convertible Note
Offering, the Company retained a placement agent (the “Placement Agent”), to carry out the Offering on a “best-efforts”
basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $
During the year ended December 31, 2018, the Company
converted $
During the year ended December 31, 2019 the Company
repaid $
During the year ended December 31, 2020 the Company
repaid $
The March 2018 Convertible Note Offering
During the three months ended March 31, 2018, the
Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”)
of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “March
2018 Investors”) for aggregate gross proceeds of $
The March 2018 Convertible Note Offering consisted
of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company’s securities (each, a
“March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of
The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.
F-76
The Company recorded a $
During the year ended December 31, 2018, the Company
converted $
During the year ended December 31, 2020, the Company
converted $
During the year ended December 31, 2020, the Company
repaid $
The February 2019 Convertible Note Offering
During the year ended December 31, 2019, the Company
conducted an offering to accredited investors (the “February 2019 Convertible Note Offering”) of units of the Company’s
securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”)
for aggregate gross proceeds of $
The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share (“Exercise Price”). During the year ended December 31, 2019 a total of 44,396 Warrants were issued in conjunction with The February 2019 Convertible Note Offering.
The February 2019 Notes mature on the first (1st) anniversary of their issuance dates. In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates, the principal and interest evidenced by the Note shall be mandatorily converted upon the earlier of (i) the listing of the Common Stock onto a national securities exchange, or (ii) upon a Qualified Offering.
The Conversion Price of the February 2019 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.
The Company recorded a $
During the year ended December 31, 2020, the Company
converted $
During the year ended December 31, 2020, the Company
repaid $
The November 2019 Convertible Note Offering
During the year ended December 31, 2019, the Company
conducted an offering to accredited investors (the “November 2019 Convertible Note Offering”) of units of the Company’s
securities by entering into subscription agreements with “accredited investors” (the “November 2019 Investors”)
for aggregate gross proceeds of $
The November 2019 Convertible Note Offering consisted
of (a) a
The November 2019 Notes mature six months after the
anniversary of their issuance dates. At any time on or after the maturity date, at the election of the Offering’s Purchaser,
this Note may convert into Common Stock equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest
of this Note on the date of such conversion by $
The Company recorded a $
During the year ended December 31, 2020, the Company
converted $
F-77
The January 2020 Convertible Note Offering
During the three months ended March 31, 2020, the
Company conducted an offering to accredited investors (the “January 2020 Convertible Note Offering”) of units of the Company’s
securities by entering into subscription agreements with “accredited investors” (the “January 2020 Investors”)
for aggregate gross proceeds of $
The January 2020 Convertible Note Offering consisted
of (a)
The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective.
The Conversion Price of the January 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.
The Company recorded a $
During the year ended December 31, 2020, the Company
converted $
The First February 2020 Convertible Loan Agreement
On February 4, 2020, the Company entered into a loan
agreement (the “First February 2020 Loan Agreement”) with an individual (the “First February 2020 Lender”), whereby
the First February 2020 Lender issued the Company a promissory note of $
The First February 2020 Note are convertible into
shares of the Company’s common stock, par value $.
The Conversion Price of the First February 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.
The Company recorded a $
During the year ended December 31, 2020, the Company
repaid $
The Second February 2020 Convertible Loan Agreement
On February 11, 2020, the Company entered into a loan
agreement (the “Second February 2020 Loan Agreement”) with an individual (the “Second February 2020 Lender”),
whereby the Second February 2020 Lender issued the Company a promissory note of $
F-78
The Second February 2020 Note matures on the first (12th) month anniversary of its issuance date. In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.
The Conversion Price of the First February 2020 Note is subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.
The Company recorded a $
During the year ended December 31, 2020, the Company
converted $
The Company recorded a Loss on extinguishment of debt
of $
During the year ended December 31, 2020, the Company
repaid $
The Third February 2020 Convertible Loan Agreement
On February 25, 2020,
the Company entered into a loan agreement (the “Third February 2020 Loan Agreement”) with an individual (the “Third
February 2020 Lender”), whereby the Third February 2020 Lender issued the Company a promissory note of $
The Third February 2020 Note is convertible into shares
of the Company’s common stock, par value $.
The Third February 2020 Note matures on the first (12th) month anniversary of their issuance dates. In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion.
The Conversion Price of the Third February 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein.
In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336.
During the year ended December 31, 2020, the Company
converted $
The April 2020 Convertible Note Offering
During April of 2020, the Company conducted multiple
closings of a private placement offering to accredited investors (the “April 2020 Convertible Note Offering”) of units of
the Company’s securities by entering into subscription agreements with “accredited investors” (the “April 2020
Investors”) for aggregate gross proceeds of $
F-79
The April 2020 Note is convertible into shares of
the Company’s common stock, par value $.
The Company recorded a $
During the year ended December 31, 2020, the Company
converted $
The June 2020 Convertible Loan Agreement
On June 19, 2020, the Company entered into a loan
agreement (the “June 2020Loan Agreement”) with an individual (the “June 2020 Lender”), whereby the June 2020 Lender
issued the Company a promissory note of $
Upon default the June 2020 Note is convertible into
shares of the Company’s common stock, par value $.
The Company recorded a $
During the year ended December 31, 2020, the lender
converted
During the year ended December 31, 2020, the Company
repaid $
The First July 2020 Convertible Loan Agreement
On July 01, 2020, the Company entered into a loan
agreement (the “First July 2020 Loan Agreement”) with an individual (the “First July 2020 Lender”), whereby the
First July 2020 Lender issued the Company a promissory note of $
Upon default or 180 days after issuance the First
July 2020 Note is convertible into shares of the Company’s common stock, par value $.
During the year ended December 31, 2021, the First
July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are
subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity
of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The
conversion feature of First July 2020 Note gave rise to a derivative liability of $
During the year ended December 31, 2021, the Company
converted $
The Second July 2020 Convertible Loan Agreement
On July 17, 2020, the Company entered into a loan
agreement (the “Second July 2020 Loan Agreement”) with an individual (the “Second July 2020 Lender”), whereby
the Second July 2020 Lender issued the Company a promissory note of $
Upon default the Second July 2020 Note is convertible
into shares of the Company’s common stock, par value $.
The Company recorded a $
During the year ended December 31, 2020, the Company
repaid $
F-80
The July 2020 Convertible Note Offering
From July 2020 to September 2020, the Company conducted
multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”) of units
of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July 2020
Investors”) for aggregate gross proceeds of $
The July 2020 Note Offering is convertible into shares
of the Company’s common stock, par value $.
Upon default the July 2020 Convertible Note Offering
is convertible into shares of the Company’s common stock, par value $.
The conversion feature of the July 2020 Convertible
Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally
characterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debt
discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $
The Company recorded a $
During the year ended December 31, 2020, the Company
converted
The August 2020 Convertible Loan Agreement
On August 17, 2020, the Company entered into a loan
agreement (the “August 2020 Loan Agreement”) with an individual (the “August 2020 Lender”), whereby the August
2020 Lender issued the Company a promissory note of $
Upon default or 180 days after issuance the August
2020 Convertible Note is convertible into shares of the Company’s common stock, par value $.
The Company recorded a $
During the year ended December 31, 2021, the August
2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject
to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares.
The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion
feature of August 2020 Note gave rise to a derivative liability of $
During the year ended December 31, 2021, the Company
converted $
The September 2020 Convertible Loan Agreement
On September 23, 2020, the Company entered into a
loan agreement (the “September 2020 Loan Agreement”) with an individual (the “September 2020 Lender”), whereby
the September 2020 Lender issued the Company a promissory note of $
Upon default or 180 days after issuance the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion.
The Company recorded a $
During the year ended December 31, 2021, the Company
repaid $
F-81
The October 2020 Convertible Loan Agreement
On October 2, 2020, the Company entered into a loan
agreement (the “October 2020 Loan Agreement”) with an individual (the “October 2020 Lender”), whereby the October
2020 Lender issued the Company a promissory note of $
Upon default or 180 days after issuance the October
2020 Note is convertible into shares of the Company’s common stock, par value $
The Company recorded a $
During the year ended December 31, 2021, the Second
July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are
subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity
of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The
conversion feature of Second July 2020 Note gave rise to a derivative liability of $
During the year ended
December 31, 2021, the Company converted $
The First December 2020 convertible Loan Agreement
On December 9, 2020, the Company entered into a loan
agreement (the “First December 2020 Loan Agreement”) with an individual (the “First December 2020 Lender”), whereby
the First December 2020 Lender issued the Company a promissory note of $
Upon default the First December 2020 Note is convertible
into shares of the Company’s common stock, par value $.
The Company recorded a $
During the year ended December 31, 2021 the Company
repaid $
The Second December 2020 Convertible Loan Agreement
On December 30, 2020, the Company entered into a loan
agreement (the “Second December 2020 Loan Agreement”) with an individual (the “Second December 2020 Lender”),
whereby the Second December 2020 Lender issued the Company a promissory note of $
Upon default the Second December 2020 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion.
The Company recorded a $
During the year ended December 31, 2021, the Second
December 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they
are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity
of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The
conversion feature of Second December 2020 Note gave rise to a derivative liability of $
During the year ended December 31, 2021, the Company
converted $
F-82
The May 2021 Convertible Note Offering
On May 14, 2021, the Company conducted multiple closings
of a private placement offering to accredited investors (the “May 2021 Convertible Note Offering”) of units of the Company’s
securities by entering into subscription agreements with “accredited investors” (the “May 2021 Investors”) for
aggregate gross proceeds of $
The Company recorded a $
The Company recorded a $
During the year ended December 31, 2021, the Company converted $
The July 2021 Convertible Loan Agreement
On July 6, 2021, the Company entered into a loan agreement
(the “July 2021 Loan Agreement”) with an individual (the “July 2021 Lender”), whereby the July 2021 Lender issued
the Company a promissory note of $
Upon default or 180 days after issuance the July 2021 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion.
The Company recorded a $
During the year ended December 31, 2021, the Company accrued $
Note 10 – Related Party
Note receivable
October 2019 Cacher Loan Agreement
On October 28, 2019, the Company entered into
a loan agreement with Cacher Studios LLC (the “October 2019 Cacher Loan Agreement”) whereby Cacher Studios issued the Company
a promissory note in the principal amount of $
Convertible notes
The March 2018 Convertible Note Offering
During the year ended December 31, 2018, the Company
conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”)
of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”)
for aggregate gross proceeds of $
The March 2018 Convertible Note Offering consisted
of a maximum of $
F-83
The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.
The Company recorded a $
During the year ended December 31, 2018, the Company
converted $
During the year ended December 31, 2020 the lender
forgave $
The February 2019 Convertible Note Offering
During the year ended December 31, 2019, the Company
conducted an offering to accredited investors (the “February 2019 Convertible Note Offering”) of units of the Company’s
securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”)
for aggregate gross proceeds of $
The Company recorded a $
During the year ended December 31, 2019, $
During the year ended December 31, 2020, the Company
converted $
The July 2020 Convertible Note Offering
From July 2020 to September
2020, the Company conducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible
Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors”
(the “July 2020 Investors”) for aggregate gross proceeds of $
The July 2020 Note Offering is convertible into shares
of the Company’s common stock, par value $.
F-84
Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion.
The conversion feature of the July 2020 Convertible
Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally
characterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debt
discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $
The Company recorded a $
During the year ended December 31, 2020, the Company
converted $
Notes payable
Notes payable – related party as of December 31, 2021 and 2020 is as follows:
Outstanding Principal as of | Warrants granted | |||||||||||||||||||||
December 31, 2021 | December 31, 2020 | Interest Rate | Maturity Date | Quantity | Exercise Price | |||||||||||||||||
The September 2020 Goldberg Loan Agreement | | % | ||||||||||||||||||||
The September 2020 Rosen Loan Agreement | % | |||||||||||||||||||||
Less: Debt Discount | ( | ) | ||||||||||||||||||||
Less: Current Debt | ( | ) | ||||||||||||||||||||
$ | $ |
The June 2018 Frommer Loan Agreement
On June 29, 2018, the Company entered into a loan
agreement (the “June 2018 Frommer Loan Agreement”) with Jeremy Frommer, an officer and director of the Company, whereby the
Company issued Frommer a promissory note in the principal amount of $
F-85
During the year ended December 31, 2020, the Company
converted $
The July 2018 Schiller Loan Agreement
On July 17, 2018, the Company entered into a loan
agreement (the “Second July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued
Schiller a promissory note in the principal aggregate amount of $
During the year ended December 31, 2019 $
During the year ended December 31, 2020 the Company
repaid $
The June 2019 Loan Agreement
On June 3, 2019, the Company entered into a loan agreement
(the “June 2019 Loan Agreement”), pursuant to which the Company was to be indebted in the amount of $
On July 29, 2019, the Company entered into the First
Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the
June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $
On August 12, 2019, the Company
entered into the Second Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the
June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan
to $
On September 16, 2019, the
Company entered into the Third Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend
the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to
$
F-86
On October 10, 2019 the
Company and investors entered into the Fourth Amendment Agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed
to (i) increase the principal amount of the June 2019 Loan to $
On February 27, 2020,
the Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6
of the June 2019 Loan Agreement and provide for: (i) an additional
During year ended December 31, 2020, the Company
converted $
During the year ended December 31, 2020 the Company
repaid $
The December 2019 Gravitas Loan Agreement
On December 23, 2019, the Company entered into
a loan agreement (the “December 2019 Gravitas Loan Agreement”), whereby the Company issued Gravitas a promissory note in the
principal amount of $
During the year ended December 31, 2020 the Company
repaid $
The First January 2020 Loan Agreement
On January 3, 2020, the Company entered into a
loan agreement (the “First January 2020 Loan Agreement”) with an individual (the “First January 2020 Lender”)
whereby the First January 2020 Lender issued the Company a promissory note of $
During the year ended December 31, 2020, the Company
converted $
The Second January 2020 Loan Agreement
On January 14, 2020, the Company entered into
a loan agreement (the “Second January 2020 Loan Agreement”) with an individual (the “Second January 2020 Lender”),
whereby the Second January 2020 Lender issued the Company a promissory note of $
During the year ended December 31, 2020, the Company
repaid $
F-87
The Third January 2020 Loan Agreement
On January 22, 2020, the Company entered into
a loan agreement (the “Third January 2020 Loan Agreement”) with an individual (the “Third January 2020 Lender”),
whereby the Third January 2020 Lender issued the Company a promissory note of $
During the year ended December 31, 2020, the Company
repaid $
The Fourth January 2020 Loan Agreement
On January 23, 2020, the Company entered into
a loan agreement (the “Fourth January 2020 Loan Agreement”) with an individual (the “Fourth January 2020 Lender”)
whereby the Fourth January 2020 Lender issued the Company a promissory note of $
During the year ended December 31, 2020, the Company
converted $
The January 2020 Rosen Loan Agreement
On January 14, 2020, the Company entered into
a loan agreement (the “January 2020 Rosen Loan Agreement”), whereby the Company issued a promissory note in the principal
amount of $
During the year ended December 31, 2020 the Company
repaid $
The February Banner 2020 Loan Agreement
On February 15, 2020, the Company entered into
a loan agreement (the “February 2020 Banner Loan Agreement”), whereby the Company issued a promissory note in the principal
amount of $
During the year ended December 31, 2020 the Company
repaid $
The February 2020 Frommer Loan Agreement
On February 18, 2020, the Company entered into
a loan agreement (the “February 2020 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the
Company issued Frommer a promissory note in the principal amount of $
During the year ended December 31, 2020 the Company
repaid $
F-88
The February 2020 Loan Agreement
On February 25, 2020, the Company entered into
a loan agreement (the “February 2020 Loan Agreement”) with an individual (the “February 2020 Lender”), whereby
the February 2020 Lender issued the Company a promissory note of $
During the year ended December 31, 2020, the Company
repaid $
The July 2020 Loan Agreement
On July 30, 2020, the Company entered into a loan
agreement (the “July 2020 Loan Agreement”) with an individual (the “July 2020 Lender”), whereby the July 2020
Lender issued the Company a promissory note of $
During the year ended December 31, 2020, the Company repaid $
The September 2020 Goldberg Loan Agreement
On September 15, 2020, the Company entered into
a loan agreement (the “September 2020 Goldberg Loan Agreement”) with Goldberg whereby the Company issued a promissory note
of $
Since the September 2020 Goldberg Note has a make-whole
provision if the shares of
F-89
On September 15, 2021, the make-whole provision
was triggered, causing an increase in principal of the September 2020 Goldberg Note by $
During the year ended December 31, 2021, the Company
accrued interest of $
During the year ended December 31, 2021, the Company
entered into a settlement agreement whereas the Company agreed to pay $
The September 2020 Rosen Loan Agreement
On September 15, 2020, the Company entered into
a loan agreement (the “September 2020 Rosen Loan Agreement”) with Rosen whereby the Company issued a promissory note of $
Since the September 2020 Rosen Note has a make-whole
provision if the shares of
On September 15, 2021 the make-whole provision
was triggered, causing an increase in principal of the September 2020 Rosen Note by $
During the year ended December 31, 2021, the Company
accrued interest of $
During the year ended December 31, 2021, the Company
repaid $
Demand loan
During the year ended
December 31, 2020 the Company repaid $
On December 17, 2019, Standish made non-interest
bearing loans of $
During the year ended December 31, 2020 the Company
repaid $
On March 27, 2020, a lender made non-interest
bearing loans of $
During the year ended December 31, 2020, the Company
converted $
On April 9, 2020, a lender made non-interest bearing
loans of $
During the year ended December 31, 2020, the Company
converted $
F-90
On April 21, 2020, a lender made non-interest
bearing loans of $
During the year ended December 31, 2020, the Company
converted $
On July 6, 2020, a lender made non-interest bearing
loans of $
During the year ended December 31, the Company
converted $
On August 10, 2020, a lender made non-interest
bearing loans of $
During the year ended December 31, 2020 the Company
repaid $
On September 9, 2020, a lender made non-interest
bearing loans of $
During the year ended December 31, 2020 the Company
repaid $
Officer compensation
During the year ended December 31, 2021 and 2020,
the Company paid $
Revenue
During
the year ended December 31, 2021 the Company received revenue of $
Note 11 – Derivative Liabilities
The Company has identified derivative instruments arising from a make-whole feature in the Company’s notes payable during the year ended December 31, 2021. For the terms of the make-whole features see the September 2020 Rosen Loan Agreement and the September 2020 Goldberg Loan Agreement in Note 10. The Company has also identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable during the year ended December 31, 2021. For the terms of the conversion features see Note 10. The Company had no derivative assets or liabilities measured at fair value on a recurring basis as of December 31, 2021.
The Company utilizes a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.
Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the Monte Carlo simulation model and binomial model.
Dividend yield: The Company uses a
Volatility: The Company calculates the expected volatility based on the company’s historical stock prices with a look back period commensurate with the period to maturity.
F-91
Expected term: The Company’s remaining term is based on the remaining contractual maturity of the convertible notes.
The following are the changes in the derivative liabilities during the year ended December 31, 2021 and 2020.
Years Ended December 31, 2021 and 2020 | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Derivative liabilities as January 1, 2020 | $ | $ | $ | |||||||||
Addition | ||||||||||||
Changes in fair value | ( | ) | ||||||||||
Derivative liabilities as January 1, 2021 | ||||||||||||
Addition | ||||||||||||
Extinguishment | ( | ) | ||||||||||
Conversion to Note payable - related party | ( | ) | ||||||||||
Changes in fair value | ||||||||||||
Derivative liabilities as December 31, 2021 | $ | $ | $ |
Note 12 – Stockholders’ Equity
Shares Authorized
Prior to July 13, 2020, the Company was authorized
to issue up to thirty-five million (
On July 13, 2020, the Company filed the Second
Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada, which authorize the issuance of
On August 17, 2020,
Preferred Stock
Series E Convertible Preferred Stock
On December 29, 2020,
The warrants are exercisable for a term of five-years
from the date of issuance, at an exercise price of $
F-92
The placement agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase 471,953 shares of the Company’s common stock, at an exercise price of $5.15 per share (the “PA Warrants”). The PA Warrants are exercisable for a term of five-years from the date of issuance.
During the year ended December 31, 2021, the Company
received the $
During the year ended December 31, 2021, investors
converted
Common Stock
On January 30, 2020, the Company issued
On January 6, 2020, the Company issued
On March 5, 2020, the Company issued
On March 13, 2020 the Company entered into an
exchange agreement with a warrant holder.
On March 19, 2020, the Company issued
On June 18, 2020, the Company issued
On June 29, 2020 the Company entered into an exchange
agreement with a warrant holder.
On July 3, 2020, the Company issued
On July 17, 2020 the Company issued
On August 15, 2020, the Company issued
On August 21, 2020, the Company issued
On August 31, 2020, the Company issued
F-93
On September 11, 2020 the Second February 2020
Lender converted $
On September 11, 2020 the February 2019 Convertible
Note Lender converted $
Lender’s Exchange Agreement
On September 15, 2020, the Company exchanged $
September 2020 Equity Raise
Effective September 15, 2020, the Company consummated
an underwritten public offering (the “September 2020 Equity Raise”) of
The public offering price per Unit was $
The gross proceeds to the Company from the September
2020 Equity Raise, before deducting underwriting discounts and commissions and other estimated offering expenses, and excluding the exercise
of any Warrants, was approximately $
In connection with the September 2020 Equity Raise,
the Company converted $
On September 30, 2020, the Company issued
On December 14, 2020, the Company issued
On December 21, 2020, the Company issued
During the year ended December 31, 2020 the Company
cancelled
F-94
On January 14, 2021, the Company issued
On January 20, 2021, the Company issued
On February 1, 2021, the Company issued
On February 3, 2021, the Company issued
On February 8, 2021, the Company entered into
a consulting agreement whereas the Company issued a total of
On February 18, 2021, the Company issued
On February 18, 2021, the Company issued
On February 26, 2021, the Company issued
On March 17, 2021, the Company issued
On March 28, 2021, the Company issued
On March 31, 2021, the Company issued
On April 10, 2021, the Company issued
On April 21, 2021, the Company entered into a
consulting agreement whereas the Company issued a total of
On June 17, 2021, the Company entered into an
underwriting agreement with The Benchmark Company LLC, pursuant to which we agreed to sell to the Underwriter in a firm commitment underwritten
public offering an aggregate of
On July 20, 2021, the Company issued
F-95
On July 15, 2021, the Company issued
On August 15, 2021, the Company issued
On August 26, 2021, the Company issued
On September 15, 2021, the Company issued
On October 25, 2021, the Company entered into
a securities purchase agreement with institutional investors resulting in the raise of $
On November 5, 2021, the Company issued
On November 15, 2021, the Company issued
On November 29, 2021, the Company issued
On November 29, 2021, the Company issued
On December 3, 2021, the Company issued
On December 14, 2021, the Company issued
Stock Options
The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.
The assumptions used for options granted during the years December 31, 2021 and 2020, are as follows:
December 31, 2021 | December 31, 2020 | |||||||
Exercise price | $ | $ | ||||||
Expected dividends | ||||||||
Expected volatility | ||||||||
Risk free interest rate | ||||||||
Expected life of option |
F-96
The following is a summary of the Company’s stock option activity:
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
Balance – January 1, 2020 – outstanding | ||||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Cancelled/Modified | ( | ) | ||||||||||
Balance – December 31, 2020 – outstanding | ||||||||||||
Balance – December 31, 2020 – exercisable | ||||||||||||
Balance – December 31, 2020 – outstanding | ||||||||||||
Granted | ||||||||||||
Exercised | ||||||||||||
Forfeited/Cancelled | ( | ) | ||||||||||
Balance – December 31, 2021 – outstanding | ||||||||||||
Balance – December 31, 2021 – exercisable |
Option Outstanding | Option Exercisable | |||||||||||||||||||||
Exercise price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Remaining Contractual Life (in years) | |||||||||||||||||
$ |
During the year ended December 31, 2018 the Company
granted options of
On May 7, 2020, the board of directors approved
the Jerrick Media Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”). Only employees, non-employee directors
and consultants are eligible for awards under the Plan. The Plan provides for awards in the form of options (incentive stock options or
nonstatutory stock options) restricted stock grants, and restricted stock unit grants. Up to
On May 13, 2020 the Company entered into an exchange
agreement with eight option holders. The company agreed to exchange
F-97
Stock-based compensation for stock options has
been recorded in the consolidated statements of operations and totaled $
As of December 31, 2021, there was $3,197,018
of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation
plans that is expected to be recognized over a weighted average period of approximately
Warrants
The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.
The assumptions used for warrants granted during the year ended December 31, 2021 are as follows:
December 31, 2021 |
December 31, 2020 |
|||||||
Exercise price | $ | $ | ||||||
Expected dividends | % | % | ||||||
Expected volatility | % | % | ||||||
Risk free interest rate | % | % | ||||||
Expected life of warrant |
Warrant Activities
The following is a summary of the Company’s warrant activity:
Warrant | Weighted Average Exercise Price | |||||||
Balance – January 1, 2020 – outstanding | ||||||||
Granted | ||||||||
Exercised | ||||||||
Cancelled/Modified | ( | ) | ||||||
Balance – December 31, 2020 – outstanding | ||||||||
Balance – December 31, 2020 – exercisable | ||||||||
Balance – December 31, 2020 – outstanding | ||||||||
Granted | ||||||||
Exercised | ( | ) | ||||||
Forfeited/Cancelled | ( | ) | ||||||
Balance – December 31, 2021 – outstanding | ||||||||
Balance – December 31, 2021 – exercisable | $ |
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
Exercise price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | |||||||||||||||||
$ |
F-98
On October 6, 2020, the underwriters for the September
2020 Equity Raise partially exercised the over-allotment option and on October 8, 2020, purchased an additional
During the year ended December 31, 2020 a total
of
During the year ended December 31, 2020, a total
of
During the year ended December 31, 2020, a total
of
During the year ended December 31, 2020, some
of the Company’s warrants had a down-round provision triggered that resulted in a lower exercise price. A deemed dividend of $
During the Year ended December 31, 2021, the Company
issued
During the year ended December 31, 2021, a total
of
During the year ended December 31, 2021, a total
of
During the year ended December 31, 2021, some
of the Company’s warrants had a down-round provision triggered that also resulted in an additional
During the year ended December 31, 2021, the Company
issued
Stock-based compensation for stock warrants of
Share-based awards, restricted stock award (“RSAs”)
On February 4, 2021, the Board resolved that, the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance.
A summary of the activity related to RSUs for the year ended December 31, 2021 is presented below:
Restricted stock units (RSUs) | Total shares |
Grant date fair value |
||||||
RSAs non-vested at January 1, 2021 | $ | |||||||
RSAs granted | $ | |||||||
RSAs vested | $ | |||||||
RSAs forfeited | ( |
) | $ | |||||
RSAs non-vested December 31, 2021 | $ |
Stock-based compensation for RSA’s has been
recorded in the consolidated statements of operations and totaled $
F-99
Note 13 – Commitments and Contingencies
The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.
In addition, the CARES Act raises the corporate
charitable deduction limit to
On March 26, 2020 and April 30, 2020, the Company received 2 separate loans pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act.
When the applications for PPP first opened up, there was limited available funding and much confusion surrounding the application process. The Company initially submitted its application for the May 2020 PPP Loan in early April but received no response in the aftermath of submitting the application. After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant media coverage of institutions running out of funding and the Company’s need for the capital and belief that if 2 separate loans were approved, the remaining application could simply be withdrawn.
Therefore, in late April, the company proceeded with applying for the April 2020 PPP Loan. After some conflicting communications regarding acceptance, the Company attempted to contact the lender to clarify but got no response. After continued attempts to follow up with both lenders, the Company received approval for the May 2020 PPP Loan and funding for the April 2020 PPP Loan on the same day, followed the next day by the funding of the May 2020 PPP Loan. The Company immediately separated the funds for the April 2020 PPP Loan into a separate reserved bank account with the intention of returning the funds. However, after several attempts to contact the lender with no response, the Company was faced with difficulty raising funds in the early-Covid economy and made the decision to utilize the funds for operations and pursue an installment repayment plan when they were able to reach the lender. As of the date of this filing, the Company has begun making repayments on the loan, absent a formal installment agreement due to difficulties reaching the lender. The Company intends to complete repayment before the end of 2021.
As each company is only permitted one loan under the CARES Act, there is a possibility the loan may be called by the SBA and the Company would have to repay the loan in full at such time.
As of December 31, 2021, the May 2020 PPP Loan
is no longer outstanding, as during the year ended December 31, 2021, the Company repaid $
Litigation
On or about June 25, 2020, Home Revolution, LLC
(“Home Revolution”) filed a lawsuit in the United States District Court for the District of New Jersey, Home Revolution, LLC,
et al. v. Jerrick Media Holdings, Inc. et al., Case No. 2:20-cv-07775-JMV-MF. The Complaint alleges, among other things, that Creatd,
Inc. breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents in connection with the acquisition
of Seller’s Choice, LLC, from Home Revolution in September 2019. The Complaint additionally alleges violation of the New Jersey
Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty,
conversion and unjust enrichment. Plaintiff also sought to have a receiver appointed by the Court to take over Creatd’s operations.
After substantial motion practice, Creatd successfully settled this dispute from June 2020 for a total of $
On or about August 30, 2021, Robert W. Monster and Anonymize, Inc. (“Monster”) filed a lawsuit in the United States District Court for the Western District of Washington at Seattle, Robert W. Monster, et al. v. Creatd, Inc., et al. (Western District of Washington at Seattle 2:21-CV-1177). The Complaint alleges, among other things, that action for Declaratory Judgment under 28 U.S.C. § 2201 that Monster’s registration and use of the internet domain name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under the Anticybersquatting Consumer Protection Act (“ACPA”), 15 U.S.C. § 1125(d), or otherwise under the Lanham Act, 15 U.S.C. § 1051 et seq. Creatd claims trademark rights and certain other rights with respect to the term and the domain name VOCL.COM. Monster seeks a determination by the Court that Monster’s registration and/or use of VOCL.COM is not, and has not been in violation of the ACPA, and that Plaintiffs’ use of VOCL.COM constitutes neither a violation of the ACPA nor trademark infringement or dilution under the Lanham Act. Creatd believes the lawsuit lacks merit and will vigorously challenge the action. At this time, we are unable to estimate potential damage exposure, if any, related to the litigation.
F-100
Lease Agreements
On May 5, 2018, the Company signed a
On April 1, 2019, the Company signed a
On July 28, 2021, the Company signed a
On February 16, 2022, the company entered into
a termination agreement whereas CRTD agrees to pay $
Year Ended December 31, 2021 | ||||
Operating lease cost | $ | |||
Short term lease cost | ||||
Total net lease cost | $ |
Supplemental cash flow and other information related to leases was as follows:
Year Ended December 31, 2021 | ||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating lease payments | $ | |||
Weighted average remaining lease term (in years): | ||||
Weighted average discount rate: | % |
Total payments required under the lease as of
December 31, 2021, are $
Rent expense for the year ended December 31, 2021
and 2020 was $
Note 14 – Acquisition
Plant Camp LLC
On June 1, 2021, the Company, entered into a Membership
Interest Purchase Agreement (the “MIPA”) with Angela Hein (“Hein”) and Heidi Brown (“Brown”, and together
with Hein, the “Sellers”), pursuant to which the Purchaser acquired
On June 4, 2021, the Company, entered into a MIPA
with Sellers, pursuant to which the Purchaser acquired
F-101
The following sets forth the components of the purchase price:
Purchase price: | ||||
Cash paid to seller | $ | |||
Fair value of equity investment purchased on June 1, 2021 | ||||
Total purchase price | ||||
Assets acquired: | ||||
Cash | ||||
Accounts Receivable | ||||
Inventory | ||||
Total assets acquired | ||||
Liabilities assumed: | ||||
Accounts payable and accrued expenses | ||||
Deferred Revenue | ||||
Total liabilities assumed | ||||
Net assets acquired | ||||
Non-controlling interest in consolidated subsidiary | ||||
Excess purchase price | $ |
The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.
Goodwill | $ | |||
Trade Names & Trademarks | ||||
Know-How and Intellectual Property | ||||
Website | ||||
Customer Relationships | ||||
Excess purchase price | $ |
The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.
The following presents the unaudited pro-forma combined results of operations of the Company with Plant Camp as if the entities were combined on January 1, 2020.
Year Ended | ||||
December 31, | ||||
2021 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
Year Ended December 31, 2020 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
WHE Agency, Inc.
On July 20, 2021, the Company entered into a Stock
Purchase Agreement to purchase
WHE is a talent management and public relations agency dedicated to the representation and management of family- and lifestyle-focused influencers and digital creators.
F-102
The following sets forth the components of the purchase price:
Purchase price: | ||||
Cash paid to seller | $ | |||
Shares granted to seller | ||||
Total purchase price | ||||
Assets acquired: | ||||
Cash | ||||
Accounts Receivable | ||||
Total assets acquired | ||||
Liabilities assumed: | ||||
Accounts payable and accrued expenses | ||||
Total liabilities assumed | ||||
Net assets acquired | ||||
Non-controlling interest in consolidated subsidiary | ||||
Excess purchase price | $ |
The excess purchase price amounts were recorded to goodwill and is provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.
Goodwill | $ | |||
Trade Names & Trademarks | ||||
Non-Compete Agreements | ||||
Influencers / Customers | ||||
Excess purchase price | $ |
The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.
The following presents the unaudited pro-forma combined results of operations of the Company with WHE as if the entities were combined on January 1, 2020.
Year Ended | ||||
December 31, | ||||
2021 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
Year Ended | ||||
December 31, | ||||
2020 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
Dune Inc.
Prior to October 3, 2021, the Company invested
$
On October 3, 2021, we, through Creatd Partners, LLC (“Buyer”),
entered into a Stock Purchase Agreement (the “Dune Agreement”) with Standard Holdings, Inc. (“SHI”) and Mark De
Luca (“De Luca”) (SHI and De Luca, collectively the “Dune Sellers”), and Stephanie Roy Dufault, whereby Buyer
purchased a majority stake in Dune, Inc., a Delaware corporation (“Dune”). Pursuant to the Dune Agreement, which closed on
October 4, 2021, Buyer acquired a total of
In addition, pursuant to the Dune Agreement, $
F-103
The following sets forth the components of the purchase price:
Purchase price: | ||||
Shares granted to seller | $ | |||
Fair value of equity investment purchased before October 4, 2021 | ||||
Total purchase price | ||||
Assets acquired: | ||||
Cash | ||||
Inventory | ||||
Total assets acquired | ||||
Liabilities assumed: | ||||
Accounts payable | ||||
Total liabilities assumed | ||||
Net assets acquired | ||||
Non-controlling interest in consolidated subsidiary | ||||
Excess purchase price | $ |
Due to the limited amount of time since the acquisition date, the assets and liabilities of Dune Inc. were recorded based primarily on their acquisition date carrying values. Management believes the estimated fair value of these accounts on the acquisition date approximates their carrying value as reflected in the table above due to the short-term nature of these instruments. The remaining assets and liabilities primarily consisted of goodwill, customer relationships, know how, and tradenames. We will adjust the remaining assets and liabilities to fair value as valuations are completed and we obtain information necessary to complete the analyses, but no later than one year from the acquisition data.
The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.
Goodwill | $ | |||
Trade Names & Trademarks | ||||
Know-How and Intellectual Property | ||||
Website | ||||
Customer Relationships | ||||
Excess purchase price | $ |
The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.
The following presents the unaudited pro-forma combined results of operations of the Company with Dune as if the entities were combined on January 1, 2020.
Year Ended | ||||
December 31, | ||||
2021 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
Year Ended | ||||
December 31, | ||||
2020 | ||||
Revenues | $ | |||
Net loss attributable to common shareholders | $ | ( | ) | |
Net loss per share | $ | ( | ) | |
Weighted average number of shares outstanding |
F-104
Note 15 – Segment Information
We operate in three reportable segments: Creatd Labs, Creatd Ventures, and Creatd Partners. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker (CODM) to evaluate performance, which is generally the segment’s operating losses.
Operations of: | Products and services provided: | |
Creatd Labs |
Creatd Labs is the segment focused on development initiatives. Creatd Labs houses the Company’s proprietary technology, including its flagship platform, Vocal, as well as oversees the Company’s content creation framework, and management of its digital communities. Creatd Labs derives revenues from Vocal creator subscriptions, platform processing fees and technology licensing fees.
| |
Creatd Ventures |
Creatd Ventures builds, develops, and scales e-commerce brands. This segment generates revenues through product sales of its two majority-owned direct-to-consumer brands, Camp and Dune Glow Remedy.
| |
Creatd Partners | Creatd Partners fosters relationships between brands and creators through its suite of agency services, including content marketing (Vocal for Brands), performance marketing (Seller’s Choice), and influencer marketing (WHE Agency). Creatd Partners derives revenues in the form of brand fees and talent management commissions. |
The following tables present certain financial information related to our reportable segments and Corporate:
As of December 31, 2021 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Accounts receivable, net | $ | $ | $ | $ | $ | |||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||||||||
Deposits and other assets | ||||||||||||||||||||
Intangible assets | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Inventory | ||||||||||||||||||||
All other assets | ||||||||||||||||||||
Total Assets | $ | $ | $ | $ | $ | |||||||||||||||
Accounts payable and accrued liabilities | $ | $ | $ | $ | $ | |||||||||||||||
Note payable, net of debt discount and issuance costs | ||||||||||||||||||||
Deferred revenue | ||||||||||||||||||||
All other Liabilities | ||||||||||||||||||||
Total Liabilities | $ | $ | $ | $ | $ |
As of December 31, 2020 | ||||||||||||||||
Creatd Labs | Creatd Partners | Corporate | Total | |||||||||||||
Accounts receivable, net | $ | $ | $ | $ | ||||||||||||
Prepaid expenses and other current assets | ||||||||||||||||
Intangible assets | ||||||||||||||||
Goodwill | ||||||||||||||||
All other assets | ||||||||||||||||
Total Assets | $ | $ | $ | $ | ||||||||||||
Accounts payable and accrued liabilities | $ | $ | $ | $ | ||||||||||||
Note payable, net of debt discount and issuance costs | ||||||||||||||||
Deferred revenue | ||||||||||||||||
All other Liabilities | ||||||||||||||||
Total Liabilities | $ | $ | $ | $ |
F-105
For the year ended December 31, 2021 | ||||||||||||||||||||
Creatd Labs | Creatd Ventures | Creatd Partners | Corporate | Total | ||||||||||||||||
Net revenue | $ | $ | $ | $ | $ | |||||||||||||||
Cost of revenue | ||||||||||||||||||||
Gross margin | ( | ) | ( | ) | ( | ) | ||||||||||||||
Research and development | ||||||||||||||||||||
Marketing | ||||||||||||||||||||
Stock based compensation | ||||||||||||||||||||
Impairment of goodwill | ||||||||||||||||||||
General and administrative not including depreciation, amortization, or Impairment | ||||||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||
Impairment of intangibles | ||||||||||||||||||||
Total operating expenses | $ | $ | $ | $ | $ | |||||||||||||||
Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
All other expenses | ( | ) | ( | ) | ||||||||||||||||
Other expenses, net | ( | ) | ( | ) | ( | ) | ||||||||||||||
Loss before income tax provision and equity in net loss from unconsolidated investments | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
For the year ended December 31, 2020 | ||||||||||||||||
Creatd Labs | Creatd Partners | Corporate | Total | |||||||||||||
Net revenue | $ | $ | $ | $ | ||||||||||||
Cost of revenue | ||||||||||||||||
Gross margin | ( | ) | ( | ) | ( | ) | ||||||||||
Research and development | ||||||||||||||||
Marketing | ||||||||||||||||
Stock based compensation | ||||||||||||||||
General and administrative not including depreciation, amortization, or Impairment | ||||||||||||||||
Depreciation and amortization | ||||||||||||||||
Impairment of intangibles | ||||||||||||||||
Total operating expenses | $ | $ | $ | $ | ||||||||||||
Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
All other expenses | ( | ) | ( | ) | ||||||||||||
Other expenses, net | ( | ) | ( | ) | ( | ) | ||||||||||
Loss before income tax provision and equity in net loss from unconsolidated investments | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
During the year ended December 31, 2021, Creatd Partners acquired assets from the Purchase of WHE. See note 14 for a list of assets acquired.
During the year ended December 31, 2021, Creatd Ventures acquired assets from the Purchase of Dune and Plant Camp. See note 14 for a list of assets acquired.
F-106
Note 16 –Income Taxes
Components of deferred tax assets are as follows:
December 31, 2021 | December 31, 2020 | |||||||
Net deferred tax assets – Non-current: | ||||||||
Depreciation | $ | ( | ) | $ | ( | ) | ||
Amortization | ||||||||
Stock based compensation | ||||||||
Expected income tax benefit from NOL carry-forwards | ||||||||
Less valuation allowance | ( | ) | ( | ) | ||||
Deferred tax assets, net of valuation allowance | $ | $ |
Income Tax Provision in the Consolidated Statements of Operations
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
For the Year Ended December 31, 2021 | For the Year Ended December 31, 2020 | |||||||
Federal statutory income tax rate | % | % | ||||||
State tax rate, net of federal benefit | % | % | ||||||
Change in valuation allowance on net operating loss carry-forwards | ( | )% | ( | )% | ||||
Effective income tax rate | % | % |
The following is a reconciliation of the beginning and ending amount of the unrecognized tax benefit for the years ended December 31, 2021 and 2020:
2021 | 2020 | |||||||
Balance at January 1, | $ | $ | ||||||
Additions based on tax positions relating to the current year | ||||||||
Reductions for tax positions of prior years | ( | ) | ||||||
Balance at December 31, | $ | $ |
Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the years ended December 31, 2021 and 2020. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2021 and 2020.
As of December 31, 2021, the Company had approximately
$
On December 22, 2017, the Tax Cuts and Jobs Act
of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”).
The Act reduces the federal corporate income tax rate from
On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act’s enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.
F-107
The Company does not reflect a deferred tax asset in its financial statements but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act.
Federal and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available.
Note 17 – Subsequent Events
Board of Directors and Management
Appointment of New Directors
On February 17, 2022, the Board of Directors (the “Board”) of the Company appointed Joanna Bloor, Brad Justus, and Lorraine Hendrickson to serve as members of the Board. Ms. Bloor has been nominated to, and will serve as, chair of the Compensation Committee, and to be a member of the Audit Committee and Nominating & Corporate Governance Committee. Mr. Justus has been nominated, and will serve as, chair of the Nominating & Corporate Governance Committee, and to be a member of the Compensation Committee and Audit Committee. Ms. Hendrickson has been nominated to, and will serve as, chair of the Audit Committee and to be a member of the Compensation and Nominating & Corporate Governance Committee.
Departure of Directors
On February 17, 2022, the Board received notice that effective immediately, Mark Standish resigned as Chair of the Board, Chair of the Audit Committee and as a member of the Compensation Committee and Nominating & Corporate Governance Committee; Leonard Schiller resigned as member of the Board, Chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance Committee; and LaBrena Martin resigned as a member of the Board, Chair of the Nominating & Corporate Governance Committee and as a member of the Audit Committee and Compensation Committee. Such resignations are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Management Restructuring
On February 17, 2022, the Board of the Company approved the restructuring of the Company’s senior management team to eliminate the Co-Chief Executive Officer role, appointing Jeremy Frommer as Executive Chairman and Founder, and appointing Laurie Weisberg as Chief Executive Officer (the “Second Restructuring”). Prior to the Second Restructuring, Mr. Frommer and Ms. Weisberg served as the Company’s co-Chief Executive Officers and Ms. Weisberg served as the Company’s Chief Operating Officer. The Second Restructuring does not impact the role or functions of the Company’s Chief Financial Officer, Chelsea Pullano, or the role or functions of the Company’s President and Chief Operating Officer, Justin Maury.
Securities Purchase Agreement
On March 1, 2022,
Nasdaq Notice of Delisting
On March 1, 2022, the Company received a letter (the “Letter”) from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchange has determined to delist the Company’s common stock from the Exchange based on the Company’s Market Value of Listed Securities for the 30-consecutive day period between January 15, 2022 and February 25, 2022 falling short of the requirements under Listing Rule 5550(b)(2) (the “Rule”). Although a 180-day period is typically allowed for an issuer to regain compliance, the Company is not eligible to use such compliance period, as the Exchange had instituted a Panel Monitor through March 9, 2022.
The Company is pursuing an appeal to the Panel of such determination, in accordance with the Exchange’s rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delisting filing will be stayed pending the Panel’s decision.
The Company intends to present to the Panel evidence that the Company has regained compliance with the Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing.
F-108
The Letter has no immediate impact on the listing of the Company’s common stock or warrants, which will continue to be listed and traded on the Exchange, subject to the Company’s compliance with other continued listing requirements. The Company’s receipt of the Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
Registered Direct Offering
On March 7, 2022,
Acquisition of Denver Bodega, LLC d/b/a Basis
On March 7, 2022, the Company entered into a Membership Interest Purchase
(the “Agreement”) with Henry Springer and Kyle Nowak (collectively the “Sellers”), whereby the Company purchased
a majority stake in Denver Bodega, LLC, a Colorado limited liability company whose product is Basis, a direct-to-consumer functional beverage
brand that makes high-electrolyte mixes meant to aid hydration. Pursuant to the Agreement, Creatd acquired all of the issued and outstanding
membership interests of Denver Bodega, LLC for consideration of one dollar ($1.00), as well as the Company’s payoff, assumption,
or satisfaction of certain debts and liabilities totaling $
Settlement of Home Revolution Litigation
On March 3, 2022, after substantial motion practice,
Creatd successfully settled the dispute with Home Revolution, LLC for a total of $
Note Conversions
Subsequent to December 31, 2021, a total of $168,850 in principal of convertible notes converted into 109,435 shares of common stock.
Promissory Note
Subsequent to December 31, 2021, the Company entered
into one promissory note agreement with net proceeds of $
Consultant Shares
Subsequent to December 31, 2021, the Company
issued
Employment Agreements
On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”).
Pursuant to the Executive Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5, 2022 (the “Executive Employment Agreements”). The Executive Employment Agreements contain customary terms, conditions and rights.
The foregoing descriptions of the Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the forms of Amended Executive Employment Agreements, copies of which are filed as Exhibits 10.40, 10.41, 10.42 and 10.43 to this Annual Report on Form 10-K and is incorporated herein by reference.
F-109
9,000,000 Shares of Common Stock
PROSPECTUS
November 23, 2022
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses payable by us in connection with the offering of securities described in this registration statement. All amounts shown are estimates, except for the SEC registration fee. We will bear all expenses shown below.
SEC registration fee | $ | 1,537 | ||
Legal fees and expenses | $ | 50,000 | ||
Accounting fees and expenses | $ | 50,000 | ||
Miscellaneous fees and expenses | $ | - | ||
Total | $ | 101,343 |
Item 14. Indemnification of Directors and Officers.
Each of our Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide for indemnification of our directors and officers. Our Amended and Restated Bylaws provide that we will indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not, without more, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The Company may by action of its Board of Directors, grant rights to indemnification and advancement of expenses to employees and agents of the Company with the same scope and effects as the indemnification provisions for officers and directors.
Insofar as indemnification for liabilities under the Securities Act may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that is it is the opinion of the Securities and Exchange Commission that such indemnification is against public policy as expressed in such Securities Act and is, therefore, unenforceable.
Item 15. Recent Sales of Unregistered Securities.
Consultant Shares
During the three months ended September 30, 2022, the Company issued 157,260 shares of Common Stock to consultants and employees.
Acquisition of Orbit
On August 1, 2022 the Company entered into a Membership Interest Purchase Agreement whereby the Company purchased a majority stake in Orbit Media LLC, a New York limited liability company. Pursuant to the Agreement, Creatd issued 57,576 shares of the Company’s Common Stock to the sellers.
II-1
Item 16. Exhibits and Consolidated Financial Statement Schedules.
II-2
II-3
+ | Indicates management contract or compensatory plan. |
* | To be filed by amendment. |
(b) | Consolidated Financial Statement Schedules |
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
II-4
Item 17. Undertakings.
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | |
(ii) | Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
II-5
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. |
(d) | The undersigned registrant hereby undertakes that: |
(i) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
(ii) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on November 23, 2022.
Creatd, Inc. | |||
By: | /s/ Jeremy Frommer | ||
Name: | Jeremy Frommer | ||
Title: | Chief Executive Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Jeremy Frommer, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Jeremy Frommer | Chief Executive Officer, Chairman | November 23, 2022 | ||
Jeremy Frommer | (Principal Executive Officer) | |||
/s/ Chelsea Pullano | Chief Financial Officer | November 23, 2022 | ||
Chelsea Pullano | (Principal Financial and Accounting Officer) | |||
/s/ Justin Maury | Chief Operating Officer, Director | November 23, 2022 | ||
Justin Maury | ||||
/s/ Peter Majar | Director | November 23, 2022 | ||
Peter Majar | ||||
/s/ Erica Wagner | Director | November 23, 2022 | ||
Erica Wagner |
II-7