UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2020
Jerrick Media Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-51872 | 87-0645394 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
2050 Center Avenue, Suite 640
Fort Lee, NJ 07024
(Address of principal executive offices)
(201) 258-3770
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 13, 2020, Jerrick Media Holdings, Inc. (the “Company”) filed Second Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Nevada. The Company’s board of directors approved the Amended and Restated Articles on May 22, 2020 and the Company’s stockholders approved the same at the 2020 Annual Meeting of Stockholders on July 8, 2020 (the “Annual Meeting”), as described in Item 5.07 of this Current Report on Form 8-K. The Amended and Restated Articles are attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On July 8, 2020, the Company held its Annual Meeting. A total of 7,337,251 shares of common stock were present or represented by proxy at the Annual Meeting, representing approximately 72.56% of the Company’s issued and outstanding common stock as of the May 22, 2020 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 9, 2020.
Item 1 – Election of five (5) members to the board of directors for a term of office expiring at the annual meeting of stockholders in 2021 and until his or her successor has been duly elected and qualified.
NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||
Jeremy Frommer | 6,341,930 | 534,200 | 461,121 | |||
Leonard Schiller | 6,839,493 | 36,637 | 461,121 | |||
Mark Standish | 6,866,230 | 9,900 | 461,121 | |||
Laurie Weisberg | 6,822,973 | 53,157 | 461,121 | |||
Mark Patterson | 6,814,943 | 61,187 | 461,121 |
Item 2 – Approval of the Second Amended and Restated Articles of Incorporation
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
6,875,639 | 25 | 500 | 461,087 |
Item 3 – The grant of discretionary authority to our board of directors to amend our Articles of Incorporation (as then in effect) to change the name of the Company from “Jerrick Media Holdings, Inc.” to “Creatd, Inc.”, effective upon the Company’s common stock becoming approved for listing on a national securities exchange.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
7,051,469 | 1,182 | 284,599 | N/A |
Item 4 – The approval of the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) and the reservation of 7,500,000 shares of common stock for issuance thereunder.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
6,517,550 | 64,069 | 294,545 | 461,087 |
Item 5 – The grant of discretionary authority to our board of directors to (i) amend our Articles of Incorporation (as then in effect) to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of no split to a maximum of a one-for-five (1-for-5) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders upon the Company’s common stock being approved for listing on a national securities exchange.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
6,762,949 | 572,773 | 1,528 | N/A |
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Item 6 – Ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
7,295,112 | 41,287 | 852 | N/A |
Based on the foregoing votes, the director nominees were elected and Proposals 2-6 were approved.
Item 8.01. Other Items.
On July 9, 2020, the Company released a summary of the Annual Meeting. A copy of the summary is attached hereto as Exhibit 99.1.
The information in this Item 8.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 8.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit No. | Description | |
3.1 | Second Amended and Restated Articles of Incorporation | |
99.1 | Annual Meeting Summary |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JERRICK MEDIA HOLDINGS, INC. | ||
Dated: July 13, 2020 | By: | /s/ Jeremy Frommer |
Jeremy Frommer | ||
Chief Executive Officer |
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Exhibit 3.1
SECOND AMENDED AND RESTATED
JERRICK MEDIA HOLDINGS, INC.
The undersigned, for the purpose of amending and restating the Articles of Incorporation of Jerrick Media Holdings, Inc., a corporation formed and existing under Chapter 78 of Nevada Revised Statutes, does certify as follows:
ARTICLE I
NAME
The name of the corporation is Jerrick Media Holdings, Inc. (the “Corporation”).
ARTICLE II
RESIDENT AGENT
The Registered Agent for Service of Process is NVRA Services, Inc., 120 Highway 50, Suite 1, Dayton, Nevada 89403, County of Lyon.
ARTICLE III
DURATION
The Corporation shall have perpetual existence.
ARTICLE IV
PURPOSE
The purpose of the Corporation shall be any lawful purpose.
ARTICLE V
POWERS
The powers of the Corporation shall be all of those powers granted by the Nevada Revised Statutes (the “NRS”), under which the Corporation is formed.
ARTICLE VI
AUTHORIZED STOCK
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 120,000,000, of which 20,000,000 shares shall be preferred stock, par value $0.001 per share, and 100,000,000 shares shall be common stock, par value $0.001 per share.
(A) PREFERRED STOCK. The preferred stock may be divided into such number of series as the board of directors of the Corporation may determine. The board of directors is hereby expressly authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. The board of directors, within the limits and restrictions stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.
(B) COMMON STOCK.
1. Voting Rights. The holders of common stock shall have the right to one vote for each share of common stock then held thereby, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law and the bylaws of the Corporation.
2. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the common stock shall be entitled to receive, when and as declared by the board of directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the board of directors.
(C) PROVISIONS APPLICABLE TO ALL CLASSES
1. Liquidation Rights. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of each series of preferred stock and common stock shall be entitled to receive, out of the net assets of the Corporation, an amount for each such share held equal to the amount fixed and determined in accordance with the respective rights and priorities established by the board of directors. A merger or consolidation of the Corporation with or into any other corporation or a sale or conveyance of all or any material part of the assets of the Corporation (that does not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation or dissolution or winding up of the Corporation within the meaning of this paragraph.
2. No Preemptive Rights. No stockholders of the Corporation shall have any preference, preemptive right or right of subscription to acquire any shares of the Corporation authorized, issued or sold, or to be authorized, issued or sold and convertible into shares of the Corporation, nor to any right of subscription thereto, other than to the extent, if any, that the board of directors may determine from time to time.
3. Non-Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed.
ARTICLE VII
BOARD OF DIRECTORS
(A) NUMBER OF DIRECTORS. The Corporation shall not have less than one (1) director. The actual number of directors may be increased or decreased by a duly adopted amendment to the bylaws of the Corporation or by resolutions by the Board of Directors.
(B) INTERESTED DIRECTORS. No contract or transaction between this Corporation and any of its directors, or between this Corporation and any other corporation, firm, association, or other legal entity shall be invalidated solely by reason of the fact that the director of the Corporation has a direct interest, pecuniary or otherwise, in such corporation, firm, association, or legal entity, or because the interested director was present at the meeting of the board of directors which acted upon or in reference to such contract or transaction, or because he participated in such action, provided that the Corporation is in compliance with one or more of the conditions of NRS 78.140 (or any successor provision thereto).
ARTICLE VIII
TRANSACTIONS WITH STOCKHOLDERS
(A) CONTROL SHARE ACQUISITION EXEMPTION. The Corporation specifically elects not to be governed by NRS 78.378 to NRS 78.3793, inclusive, and successor statutory provisions.
(B) COMBINATIONS WITH INTERESTED STOCKHOLDERS. The Corporation specifically elects not to be governed by NRS 78.411 to NRS 78.444, inclusive, and successor statutory provisions.
ARTICLE IX
LIMITATION OF LIABILITY
To the fullest extent permitted by law, as the same exists or as may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, save and except for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. Any repeal or modification of this article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification. The indemnification provided in this article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE X
INDEMNIFICATION
The Corporation may:
(A) Indemnify, to the fullest extent legally permissible under the laws of the State of Nevada, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation and, with respect to any action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.
(B) Indemnify, to the fullest extent legally permissible under the laws of the State of Nevada, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.
(C) Indemnify, to the fullest extent legally permissible under the laws of the State of Nevada, a director, officer, employee, fiduciary or agent of a corporation to the extent he has been successful on the merits in defense of any action, suit, or proceeding referred to in (A) or (B) of this Article X or in defense of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.
Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article X. The indemnification provided by this Article X shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and administrators of such a person. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under provisions of this Article X.
The indemnification provided in this article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE XI
Without limiting the application of Article IX or Article X, the board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as director or officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.
ARTICLE XII
PLACE OF MEETING; CORPORATE BOOKS
Subject to the NRS, the stockholders and the Directors shall have the power to hold their meetings, and the Directors shall have power to have an office or offices and to maintain the books of the Corporation either inside or outside of the State of Nevada, at such place or places as may from time to time be designated in the bylaws or by appropriate resolution.
ARTICLE XIII
BYLAWS
The Board of Directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120.
ARTICLE XIV
AMENDMENTS
Except with respect to amending the non-assessability of shares pursuant to Article VI(C) hereof, this Corporation reserves the right to amend, alter, change or repeal any provision contained in these Second Articles of Incorporation or its bylaws in the manner now or thereafter prescribed by statute or by these Second Articles of Incorporation or by the Corporation’s bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.
ARTICLE XV
EXCLUSIVE FORUM
To the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall, to the fullest extent permitted by law, be the sole and exclusive forum for state law claims with respect to: (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of these Second Articles of Incorporation or the bylaws or (d) 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 these Second Articles of Incorporation or the bylaws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article XV.
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XV.
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Exhibit 99.1
Jerrick’s 2020 Annual Shareholder Meeting Recap
by JEREMY FROMMER
Recording & transcript of Jerrick Media Holdings, Inc.’s 2020 Annual Meeting of Shareholders.
It’s been less than an hour since the conclusion of what was Jerrick’s first Annual Shareholder Meeting. Before publishing the following meeting transcript (which we cleaned up a bit for clarity purposes) and releasing the video recording you see above, I wanted to once again thank my Jerrick team, who worked so hard over the last couple of weeks. It was their collective effort that not only made our 2020 virtual shareholder meeting a success, but established a baseline and foundation for us to make the next one even better.
For those who heard this presentation live, you already know that our Vocal platform is at the heart of our growth strategy–it is what enables us to continuously increase margins, leverage the organic value of our tech, and integrate acquisition targets the way we do. But be that as it may, it is the unity and shared passion of Jerrick’s team that is ultimately responsible for scaling revenues and by extension, the company as a whole.
In the final analysis, an investor has to bet first on the jockey, then on the team, then on the product. I can say that I, my team, and Vocal will always do our best to deliver outsized value to all of our stakeholders.
Rachel David, Head of Investor Relations
Good afternoon, everyone. I’m Rachel David, Head of Investor Relations at Jerrick. I’ve sat in numerous seats over my nearly four-year tenure and along with my partners on the operating committee, have had the unique opportunity of building the foundation of our corporate communications from the ground up.
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That is why I consider it a true privilege to welcome everyone to Jerrick’s first annual shareholder meeting.
As most of you know, our journey toward uplisting is many years in the making. We are on the precipice of our final push toward trading on the NASDAQ Capital Markets. Today, we hope to provide you with a greater understanding of our aspirations, and the strategies we’re developing to grow the Vocal platform and the entire Jerrick ecosystem.
Before we get started, let’s take care of the legal formalities. For the record, our Chairman of the Board Leonard Schiller is presiding over today’s meeting.
First, please keep in mind that you may hear forward-looking statements related to Jerrick’s future financial results and business operations. These statements are subject to our Safe Harbor Statement, which you can find in our reports filed with the SEC.
Moving on, I’ll remind you that the formal Notice of this meeting was sent to all shareholders of record. Copies of our Annual Report, and the Proxy Statement that we’ll be referring to today are available on our website and on your screen.
Next, Tiffany Felton will act as our Inspector of Election for today’s meeting. We’ve received confirmation from Tiffany that a majority of the shares eligible to vote at this meeting are either present or represented by proxy. This means we have a quorum and can proceed.
Later on you’ll hear our CEO, Jeremy Frommer, describe the six proposals up for a vote at this meeting. But for the record, Jeremy, do you second the board’s recommendations for proposals 1-6 as set forth in the proxy statement?
Jeremy Frommer, CEO: Yes I do.
Rachel David, Head of Investor Relations: Thank you, Jeremy, and thank you to all of our shareholders who voted by proxy prior to the meeting. Any stockholder present who would still like to vote their shares, ask a question, or inspect the stockholder registry during the meeting can do so by using the respective sections on your screen. Voting will remain open until the conclusion of this meeting
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We are very excited about today’s presentation. You will hear later on about our tactical plan toward uplisting, our product roadmap, acquisition strategy, and certain regulatory milestones we’ve been tirelessly working toward.
But to appreciate “the how”—where the company is going, and our plan for getting there—we want to reaffirm “the why”—what Jerrick’s vision is, and its vision for the future.
No one can articulate that vision better than the person who started it all. I’m pleased to introduce our founder and CEO Jeremy Frommer.
Jeremy Frommer, CEO
Thank you, Rachel.
Good afternoon, everyone. Thanks for joining today and welcome to Jerrick’s first Annual Shareholder Meeting. In these unprecedented times, I hope you are all safe, and I soon have the opportunity to catch up with many of you personally. This has always been a collective effort and in particular, I would like to thank my team and business colleagues for all their hard work and perseverance during these very strange days.
We find ourselves together in a new world, where the type of opportunities for Jerrick and its flagship product, Vocal, are expanding daily with many more on the horizon still yet to be defined.
And amidst the many challenges we face today as a society, from the global pandemic to socioeconomic disruptions, I would like to reaffirm our organizational resilience and our continued efforts to support the creative community.
As we do our best to make sense of the world, we think it’s critical to continue fostering our Vocal communities—where we can help one another stay inspired, support each other financially, and continue to spread positivity. We are harnessing our resources, experience, and network to perform thoughtful actions and be a part of the solution. Community has always been core to Jerrick’s principals, and I am very proud of our team’s dedication and commitment to those core ideals.
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Today’s call will give you a look not only into where we are going, but how we will get there. I will introduce you to Jerrick’s management team, who will give you scope into our flagship product Vocal, as well as our plans to uplist Jerrick to the NASDAQ Capital Markets.
This has been our plan since the outset of the company. It is rare for a technology company to uplist to the NASDAQ, avoiding the private equity and venture capital world, altogether. In fact, other than an IPO, which is similar but larger in scope and process to an uplist, it is the only other alternative.
We owe a great deal of thanks to the public investor community. You gave our team the runway and opportunity as entrepreneurs to build our Vocal platform and realize our vision, pursue our passions.
None of this would be possible without the 7-year partnership I have had with the President of Jerrick and head of product development. Justin and I met through a series of events that I chalk up to fate and we always talk about seizing the moment. He is an exceptional fiduciary member of our management team and a leader in our company.
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At this time, I would like to introduce you to my friend and partner, Justin Maury.
Justin Maury, President
Thank you Jeremy, and thank you everyone for joining us today.
Before we get started, I wanted to share with you a short video highlighting how creators from around the world are using the power of Vocal to raise their voices and inspire change. From thought leaders to short fiction writers, Vocal creators are the narrators of tomorrow.
We have been so impressed with the way our network has supported the Vocal community and we are proud to be partnered with a generation of creators being Vocal.
From finding new storytelling formats to entertain and educate audiences to provide helpful resources, we are honored to be a platform of choice for the creative community.
We launched Vocal 3 years ago with 1,000 creators and six communities. And it grew and became very popular very quickly. I think it all worked because we recognized an opportunity in shifting consumer behavior. People around the world were sharing their content for free on platforms like Instagram and Soundcloud, trying to grow their audience and earn money.
While simple in theory, creators found themselves in a fragmented ecosystem with limited solutions to growing problems. So we set out to build a best-in-class platform to solve those problems. We built something that made it easy for all types of creators to share their stories and their already-published rich media, get discovered through engaged communities, and have the opportunity to earn money while pursuing their passions.
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Fast forward three years to today and Vocal is one of the fastest-growing platforms for creators.
There are now 650,000 creators who have published over 150 million words, which has is attributed to over 400 million minutes of people reading stories on Vocal.
These are impressive numbers, but we believe this is only a fraction of our TAM, our total addressable market.
Every day, over 2 million blogs are published...
While 300 hours of video are uploaded to Youtube every minute...
Not to mention the tremendous amount of content that’s created and consumed daily on platforms like Instagram and TikTok.
We believe there is a huge opportunity to capture market share here.
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I often get asked the question: who are your biggest competitors? And I respond with the following:
We don’t want to replace anyone; we built Vocal to be accretive to the whole digital ecosystem. That’s why we made it easy for creators to embed their already-published videos, songs, podcasts, photographs, and more directly into Vocal. We see this as a growth opportunity by building partnerships with the world’s greatest technology companies and to further spread our roots deeper into the digital foundation of society.
As we look to the future, growth is our primary objective from creators to brands to revenues. Scalability relies on the following platform principles:
● | Freemium Product: Our free Vocal offering drives premium subscription growth |
● | Platform Universality: Our cross-platform and cross-device web application allows us to reach anyone with access to a browser. |
● | User experience: Our ability to analyze our first-party data to make actionable changes to improve our systems and user journey. |
Over the last seven years since the creation of Jerrick, we have refined and developed a scalable, sustainable, and defendable growth strategy. We call it the Creatd Cycle.
Let’s take a look at how this cycle applies to Vocal.
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Creators are the driving force of the Creatd Cycle. Simply put, they produce the content that attracts the audience, which in return attracts the brands who are interested in reaching those audiences. That’s why we believe creators are our partners, and we focus on making them stronger at creating and distributing their content, regardless of the underlying digital medium.
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We provide creators multiple opportunities to earn money on Vocal. We were one of the first platforms to develop an algorithm to pay creators when their stories are read. We made it possible for fans and readers to access microtransactions and tips to show their support and send to the creators. And we most recently introduced Challenges, a way for creators to participate in themed storytelling contests for a chance to win money and give back to the community.
We have spent the last three years since we launched Vocal improving the user experience, building value, and adding features to make it easier to share their stories without having to worry about hosting, plugins, themes, and all of the other components of running their own blog site. When you remove those operational burdens from the equation, it allows creators to focus on what they do best: Creating.
The next component of our Creatd Cycle are audiences.
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We architected Vocal to be community-based, so it was easier for creators to reach new audiences. If it’s easier for people to discover and enjoy stories, then people will consume more stories. But launching a UGC platform in today’s age comes with great responsibility, and we strongly believe in protecting our communities. That’s why we built a proprietary moderation system into our technology that allows us to provide a safe environment for all stakeholders. We also do not have, nor have we ever served any invasive or interruptive advertising on our platform. We value and respect our creators’ stories and the audiences they attract, and believe that by providing a best-in-class, non-interruptive experience, we will increase the lifetime value of both our creators and their audiences.
The last component of our Creatd Cycle are brands.
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Early on Jerrick’s history, prior to the creation of Vocal, we experimented with business models that were reliant on traditional advertising. However, we quickly discovered the inherent issues that plagues those monetization methods today: the rise of ad blockers, ad blindness, and ad fraud. We knew we needed to work with brands in a way that was more sustainable, and that provided more value. That’s why we created our internal content studio, Vocal for Brands. Vocal for Brands partners creators with brands to produce branded content that’s native to our platform. These stories build brand affinity, education, and trust with the audience, and Vocal for Brands campaigns have outperformed industry benchmarks and have provided real value for our brand partners. In addition, these campaigns provide our creators with the opportunity to earn money and build their own brands by participating in these campaigns.
And that’s the foundation for our Creatd Cycle. The more stories our creators share, the more people they attract, and the more brands want to reach them. The more Vocal grows, the more creators will be successful. And that, in turn, of course, will attract more people to Vocal. That’s why our north star metric is how many of our creators are finding value and success.
And in these unprecedented times, creators are in need of a platform that partners with them. We believe we have entered an environment that allows us to grow our market share at a rapid pace. That’s why we will be allocating nearly one-third of our uplisting capital raise towards marketing Vocal and growing our creator base.
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And as the creators grow, so do the audiences and the brands. Part of our success with brands lies in our alignment with their core principles. The brand affinity and trust that Vocal has cultivated with our own audience enables us to help brands build connections with theirs.
It takes focus and commitment to maintain those brand and creator connections. Danielle Banner, who will be officially appointed Chief Revenue Officer upon our uplisting, is here now to explain how we have been growing our partner network.
Danielle Banner, Chief Revenue Officer Nominee
Thank you, Justin.
As you said, brand affinity and trust are core to our team’s principles and underlies our approach to both our internal operations and external communications with our Vocal community and investor network at large.
If I’ve learned anything over the last five years, which I spent developing our roughly 25-person team, and building inroads with nearly as many external consultants, it’s the fact that sustainable growth relies on meaningful communication, and authenticity above all else.
With the growth of Vocal, we have attracted and built relationships with some truly amazing brands. But it took time to build to where we are today.
First, we spent years researching and developing new digital products for brands, refining our reporting tools, and building relationships with our distribution partners. We published over 500 branded content stories and gathered first-party data to improve our audience targeting and segmentation.
As the Creatd Cycle implies, as the creators grew, so did the brands. We are proud to work with brands that share our values and who similarly seek to establish authentic connections with their consumer audience–providing them with a value-added experience, rather than a disruptive one.
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A perfect example of a campaign that demonstrates how Vocal for Brands provides disruptive, non-invasive marketing is our partnership with IAC’s Vimeo platform.
Three months ago we launched a branded Challenge called Pay It Forward. Vimeo came to us looking to promote their new feature called Vimeo Create, which makes it easy to make high-impact videos that help a creator stand out on social media.
At around the same time, the pandemic was in full swing, and businesses around the country and around the world were facing the most difficult period in recent history. We saw an opportunity and felt a responsibility, to use the power of our platform and give back. What resulted was the Pay It Forward Challenge, which asked creators to tell a story about a local small business they love and use Vimeo’s new tool to help them do it.
This successful campaign generated over 600 submissions and achieved exactly what all parties had intended. Creators were able to publicly support their local communities through the crisis, and the winner received a $5,000 prize for the small business they highlighted.
At the same time our brand partner, Vimeo, was able to successfully achieve their campaign goal of promoting Vimeo Create. The campaign drove hundreds of signups to Vimeo, increased adoption, and provided unique insight and valuable data for the client.
This is just one example of the power of Vocal, and how we are changing the way brands reach their audiences.
I’d also like to take the time to highlight the impact of Jerrick’s September 2019 acquisition of Seller’s Choice. By leveraging Jerrick’s business ideology and the Creatd Cycle framework, in less than one year we have been able to reduce operating costs for Seller’s Choice by nearly two-thirds, while keeping revenues steady, effectively increasing margins and generating future opportunities for growth.
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All of this growth and success would not be possible without the support and insights from our business intelligence and analytics department, which fuels our growth by providing data and leads. With that said, I would like to introduce you to my partner of five years, and Jerrick’s future Chief Strategy Officer, Robby Tal.
Robby Tal, Chief Strategy Officer Nominee
Thank you Danielle for the introduction.
Since launching Vocal, we have been using our rich pool of first-party data to improve not only our users’ experience, but to power our growth and reduce our acquisition costs. My team studies the interactions in our ecosystem to better understand what makes Vocal successful:
● | Who is our ideal creator? |
● | What resources do they need? |
● | And therefore, what do we prioritize on our product roadmap? |
We have noticed an uptick in Vocal activity across the board. The number of unique users consuming content on Vocal has increased by over 30% during the pandemic period. Consumers are spending 12% longer on average, reading, and engaging with Vocal content.
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The role of the data science department is to optimize the platform experience. We pair our Vocal data with third-party distribution platforms such as Facebook and Snapchat to provide a more granular profile of our creators and audiences.
We don’t sell our first-party data.
We use data to identify new users, service them properly, and upgrade them to a Vocal+ paid subscription.
Our creator acquisition objective is to maximize Customer Lifetime Value while lowering acquisition costs, with the goal of reducing the time it takes to monetize a Vocal+ subscriber.
In the past few months, our Creator Acquisition Cost and Subscriber Acquisition Cost have each dropped by as much as 50%.
Monetization features like creator Challenges, which Danielle referred to, are incentives for further conversions to the premium model. This presents a huge growth opportunity for us given its unique ability to monetize creators’ content, as well as showcase brand marketing campaigns. This essentially accomplishes two things at once.
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It takes a disciplined understanding of accounting principles, let alone back-office infrastructure, to oversee the thousands of creator transactions, scores of branded content invoices, hundreds of shareholders, and millions of shares to process.
We would not be able to support our creative community without the expertise of our newly named CFO, Chelsea Pullano.
Chelsea Pullano, Chief Financial Officer
Thank you Robby for those kind words, and for the countless hours, you have helped architect our back office and inspired me to study the data.
As is the case with most of our management committee, I have held many seats during my 6 years with the Company. A little over three years ago, I was drawn into the financial and regulatory side of the business upon the departure of our former CFO, and it’s been an incredibly educational and fulfilling experience.
During my time here, and in collaboration with our incredible legal and accounting advisory group, I have overseen the filing of:
● | 4 audits |
● | 10-Qs |
● | 2 Tender Offers |
● | 1 reverse split |
● | 3 effective registration statements |
● | 1 acquisition and subsequent integration |
● | Capital raises of many shapes and sizes |
● | Conversion of over twelve million dollars of outstanding debt into equity |
Through it all, we’ve prioritized and been consistently committed to the goals you’ve heard my partners speak about today.
We continue to emphasize transparent communication with our shareholders, advisors, and business partners and are committed to increasing the value of the business and providing an ever-growing return on investment to all of you, without whom we could have never gotten to this point.
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Everything we’ve achieved so far pales in comparison to the last several months of preparation for uplisting. Our team has been working tirelessly to get us over this finish line, and this vote provides us with one of the final pieces to the puzzle.
I look forward to a more regular meeting structure where I can provide updates to all of you, and encourage anyone who is looking for more detail on our road to uplist to reach out to me personally.
Finally, I would like to thank all of our shareholders for today’s vote of confidence in our team. Our CEO, Jeremy, will conclude the meeting by highlighting these very important proposals.
Jeremy Frommer, CEO
Thank you, Chelsea.
We’ve learned a great deal over the last few years about the intricacies of the public markets, and you have meticulously navigated our demanding schedule of regulatory and financial filings. I know I speak for many of our shareholders and the team when I say thank you for keeping things running smoothly.
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Before I summarize my perspectives on what you heard today, I would like to thank all of our investors for considering the proposals presented to you prior to today’s vote.
They include first the approval of our new board nominees Mark Standish, Mark Patterson, and Laurie Weisberg and they also affirm that Leonard Schiller, our Chairman will continue to serve as a board member. I am honored to serve as the fifth member of this board of directors, side by side with individuals of their caliber.
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We also proposed the rebranding and renaming of Jerrick Media Holdings, Inc. to Creatd, Inc. and, upon our projected uplisting, will retire the name Jerrick and the symbol JMDA, and begin trading on the NASDAQ Capital Markets post uplisting under the new symbol CRTD.
Creatd—yes, spelled without the second “e” as it appears—is the next evolution of the mission that we started nearly seven years ago: to empower and inspire creators, brands, and entrepreneurs through both technology and partnership.
In addition, shareholders voted on our amended and restated articles of incorporation, which includes an increase in authorized shares, as well as the appointment of RRBB as our registered public accounting firm.
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With the success of our flagship product Vocal, we have found many interesting acquisition targets and investment opportunities.
Currently, we are actively engaged with two direct-to-consumer brands, a technology platform revolutionizing 3d audio, a health and wellness app pairing private fitness instructors with 1x1 sessions, and a unique data science group. The authorized shares in today’s vote will be used to enable our investment growth strategy, as well as to attract today’s leading talent in the technology space that can add value to the Creatd Cycle.
In particular, I know I speak for my team when I thank our shareholders for voting on our Equity Incentive Plan. We’ve worked hard these past few years and will continue to do so in the future. This plan is meant to reward those who have been together since the early days of our company and those who, in subsequent years, will help contribute to value and growth.
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Finally, we have taken a step to get your approval for the possible effectuation of a reverse stock split if needed. That will depend on the next few weeks of discussions between myself and many of you here today.
Before I conclude, I wanted to let our shareholders know that voting is now closed. The preliminary report from the Inspector of Election shows that proposals 1-6 have been approved by Jerrick’s shareholders.
Thank you to all those who participated in the vote. My team and I are very excited about the next few weeks. There are nearly 500 hundred attendees at our first annual shareholder meeting. This is our maiden journey so to speak, and we hope to do these quarterly where we can review revenues and expense models.
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I think I would be remiss if I did not offer some big picture perspective.
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I have two passions in my career: finance and technology. I spent a great deal of my career on the finance side. Back then, I had a knack for solving problems. I was able to understand how a machine worked and made it work better. I was very fortunate to leverage that knowledge when it came to building Jerrick and the Vocal platform.
I explained to early investors that I wanted to build a technology company worth at least 1 billion dollars. And to keep things unambiguous, I wanted to do it in the public markets. This way, transparency would be unquestionable, both in our team’s actions as well as in our future valuation as a publicly-traded stock.
In the spring of 2014, I was introduced to my partner, Justin. He introduced me to the notion that, in one way or another, we are all creators, and together we created Vocal, a platform for creators.
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From there, we envisioned our collective community and the Creatd Cycle. By the time Vocal launched in December of 2016, I was convinced that we had found the billion-dollar idea and, for the last 3 and a half years since then, we have been preparing for today.
Our company, Jerrick Media, is on the launchpad for uplisting, and ready for ignition.
The final step is to check the conditions for lift-off. What does the environment today look like for a company like ours? Do we have blue skies? The answer is, resoundingly, yes. While there are risk factors ahead, we have put a great deal of thought not only as to how to avoid them, but how to leverage the knowledge of their existence to better ourselves. Blue skies for launch.
But that is just the beginning of the mission. Just the first step. In the first year post the uplist, given the development road map, our expansion will continue at a newfound pace. Going from 4,000 to 10,000 Vocal+ creators will happen quickly. They each pay $10 a month. Going from 10,000 to 100,000 creators should be easier than going from 0 to 10,000. The move to 100,000 creators should happen faster than either of the previous jumps. That will be the tipping point moment. That sweet spot when an astronaut finally gets above the earth’s atmosphere and has a clear view of the path ahead.
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Unobstructed from the noise, disruption, and interference that it took to get there, he or she is excited by the visibility ahead. This is the path to critical mass for a platform like ours. At 100,000 creators the math says we will be one of the largest online platforms in the world.
I have spent years studying the numbers. Whether it is 500,000 creators generating 5 million dollars a month in subscription fees, or 10 mainstream brands spending $500,000 on branded content, the company’s opportunity for scale is massive while maintaining a seriously capital-light infrastructure and controllable fixed costs.
I’ve seen $500,000 campaigns from large brands on legacy publishing sites with well-known names that generate results that our platform Vocal could have accomplished for a fraction of the cost, and none of the intrusive and disruptive nature of traditional ads.
The only thing that stands between us and the $500,000 campaigns is awareness of our product. That is why nearly a third of our operating expenses are spent on marketing. The difference between our platform Vocal and the legacy example is how Vocal applies our data.
Our ecosystem is scalable vertically and horizontally. So the notion of scaling 10, 20, or 100 $500,000 campaigns is something that we are both prepared for and expect. Same as our ability to go from 10,000 to 500,000 Vocal+ subscribers.
Couple this with accretive acquisitions of user-generated or subscription-based platforms at what I believe will be distressed levels, and you can take those theoretical organic revenues and probably double them.
As I said, on the launch pad... Ready for ignition.
With the conclusion of today’s meeting we now have blue skies. Once we uplist, we will be on a straight shot to critical mass and an amazingly valuable company.
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