Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 4, 2021, Creatd, Inc. (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 non-compliance with the Exchange’s (i) $5 million stockholders’ equity requirement for initial listing pursuant to Nasdaq Listing Rule 5505(b), (ii) the $2.5 million stockholders’ equity requirement or any of the alternatives for continued listing pursuant to Nasdaq Listing Rule 5550(b), and (iii) the Company’s failure to provide material information to the Exchange pursuant to Nasdaq Listing Rule 5250(a)(1). In addition, the Letter notified the Company that pursuant to Nasdaq Listing Rule 5560(a) the Exchange has determined to delist the Company’s warrants.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 25, 2020, the Exchange notified the Company on November 24, 2020 of its failure to comply with the Exchange’s continued listing requirements, as set forth in Nasdaq Listing Rule 5550(b)(1), which requires that a company’s stockholders’ equity be $2.5 million or more (the “Stockholders’ Equity Requirement”). As of September 30, 2020, the Company had a stockholders’ equity of approximately $2.4 million. On December 8, 2020, the Company provided the Exchange with the Company’s plan to regain compliance with the Stockholders’ Equity Requirement (the “Plan”).

In the Letter, the Exchange disclosed that it had determined, based on its review of the Plan and related documents, that the Company never met the Exchange’s initial listing requirements, specifically, the requirement to demonstrate a minimum of $5 million in stockholders’ equity (Nasdaq Listing Rule 5505(b)) and that the Company did not meet this requirement due to approximately $1.6 million of expected debt conversions and repayments of liabilities not occurring in a timely fashion, as had been anticipated immediately preceding the initial listing. Additionally, the Exchange determined that the Company did not properly notify Nasdaq of these changes (Nasdaq Listing Rule 5250(a)(1)).

The Company is pursuing an appeal to the Exchange’s Hearings Panel (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 is stayed pending the Panel’s decision.

The Company intends to present a detailed plan to the Panel to evidence stockholders’ equity of $5 million, in connection with the recent closing of a $7.7 million financing, as disclosed in the Company’s Current Report on Form 8-K filed with the Commission on January 5, 2021, and to address the other matters raised by the Exchange; however, there can be no assurance that the Panel will grant the Company’s request for continued listing.

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 Commission.