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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 7, 2022

 

Creatd, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-39500   87-0645394
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification No.)

 

648 Broadway

Suite 200

New York, NY 10012

(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: 

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Common Stock, par value $0.001   CRTD   The Nasdaq Stock Market LLC
         
Common Stock Purchase Warrants   CRTDW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On March 7, 2022, Creatd, Inc., a Nevada corporation (the “Company”), issued a letter to shareholders (the “Letter to Shareholders”), together with a press release (the “Press Release”) that included certain information related to its financial projections, recent funding, and other financial information. The Letter to Shareholders and the Press Release are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

 

The Letter to Shareholders and the Press Release can also be found on our website at https://creatd.com.

 

The information in Item 7.01 and Item 8.01 to this Current Report on Form 8-K, including Exhibits 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events

 

The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
99.1   Letter to Shareholders
99.2   Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CREATD, INC.
   
Date: March 8, 2022 By: /s/ Laurie Weisberg
  Name:  Laurie Weisberg
  Title: Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Creatd Q1 2022 CEO Letter

 

An open letter from CEO Laurie Weisberg to Creatd’s (Nasdaq: CRTD) stakeholders.

 

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Having recently begun my tenure as the CEO of Creatd (Nasdaq: CRTD) (the “Company,” “we,” “us,” “our”), I hold top of mind the need to build upon nearly eight years of established culture that preceded me, while, at the same time, continuing to evolve to face an ever-changing technology landscape. I am committed to the success of the Company and the responsibility I have to our employees, our directors, senior partners, customers, and most, importantly, our shareholders.

 

Where We Are

 

I am grateful to Jeremy Frommer—with whom I’ve worked side by side for the last 18 months—and to the others that have mentored me and eased my transition into this role. With Jeremy now in place as Executive Chairman, as well as our previously announced new independent board, I have a great deal of confidence that our leadership team is fully prepared to bring our shared vision for the Company to fruition.

 

We have taken great care at the management level to prepare a strategy for executing and scaling various aspects of our business. From the start, the Company has relied on organizational design principles, due to the agility it affords a nimble business, particularly in an opportunistic period such as we are now experiencing.

 

Functionally, I have hands-on experience managing sales, marketing, customer service, and operations across technology companies, but more importantly, throughout my whole career as an executive, I’ve worked hard to appreciate the culture of a company and understand the importance of networking with my peers across finance, product, and engineering in an effort to best work alongside their teams and functions.

 

 

 

 

Throughout the last year, I have worked alongside co-founder and COO, Justin Maury, who oversaw the development of our flagship product Vocal, and our CFO, Chelsea Pullano, whose leadership was invaluable in the Company’s uplisting to Nadsdaq on September 11, 2020. With an additional senior management team of 10 individuals and an additional 40 talented and driven professionals, we have the foundation and accompanying processes and protocols to rapidly grow revenues while controlling operating and marketing costs.

 

I believe that an effective CEO must lead by example and constantly strive to stay ahead of the curve when it comes to business operations and optimization. Therefore, a great deal of my focus in the near term will be on executing the day-to-day strategy, driving revenues, maintaining operating budgets, and hiring world-class talent to meet new and evolving needs.

 

Creatd in 2022

 

The founding premise of Creatd has always been to work as a collective toward the successful execution of our strategies across four distinct yet deeply connected business pillars.

 

Creatd is a network that connects creators to brands and brands to creators. Our North Star is providing creators, who often see themselves as entrepreneurs in the new era of platform monetization, partnership opportunities to aid in their growth as individuals and businesses.

 

Our four pillars work together as a network, in that our products and service offerings become more and more valuable to customers the more people use them. First-party data collected across our four pillars drives multiple flywheel effects, creating a best-in-class user experience for creators and their audience as well as the brands who seek access to those audiences.

 

Creatd Labs

 

This year, Vocal has some important new product features, some of which have rolled out in Q1 and will continue to be released into Q2. Our flagship brand has seen tremendous growth over the last 12 months. We have listened to the Vocal creators and combined our own vision and strategy of the platform along with our corporate purpose to prioritize certain features. The development team plans to deliver our first iOS and Android app this summer.

 

Creatd Partners

 

The WHE Agency—founded and run by its CEO, Tracy Willis—is expected to be at the core of our agency’s success. As we look to integrate Vocal for Brands and Seller’s Choice more broadly into Creatd Partners’ offerings, we will be leading with creator and influencer content marketing strategies. We will continue to broaden our partnerships with platforms like META (Facebook and Instagram), TikTok, Google (Search and YouTube), and Pinterest. At the same time, Creatd Partners has fully consolidated its business operations, such that all of our agency revenues can be maximized from the get-go without incurring bespoke outsized implementation costs. We will continue exploring acquisition targets that are both complementary to our existing agency portfolio and can utilize proprietary data to rapidly scale success.

 

Creatd Ventures

 

With our most recent acquisition of Basis sourced by Tom Punch (CEO of Creatd Ventures), the Creatd Ventures portfolio consists of three owned and operated DTC consumer brands (including Camp and Dune, both of which launched in 2021). Our internal teams have built world-class websites using the best technology has to offer. Both websites are powered by Shopify’s headless architecture as well as robust data/analytics platforms. Further, Creatd Ventures has prioritized the full consolidation of its supply chain and distribution infrastructure to ensure streamlined operations. Against the headwinds of COVID-19, which impacted our supply chains, and iOS 14.5 updates which impacted digital marketing efforts, we are seeing tremendous growth across these two brands. Leveraging the first-party data from Vocal and our shared services, including the Creatd Partners agency, we are constantly optimizing our customer acquisition and retention marketing strategies. Lastly, similar to Creatd Partners, this business unit will look to expand the portfolio by exploring future acquisitions of more creator-led DTC brands.

 

2

 

 

Creatd Studios

 

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Our newest business unit, Creatd Studios was established to help our creators launch their products or content across other forms of media. Debut projects that we have already launched include the OG Gallery and its NFT collection, which we are excited to present a new version of in the upcoming weeks. Just last week, we announced the 25 winners of the Vocal+ Fiction Awards Challenge. These incredible finalists will participate in Vocal’s first-ever published book, a short story anthology that is currently in production with UK-based publisher Unbound and slated to be available for purchase in Q1 2023. There are several other projects in the Creatd Studios pipeline, including the release of a graphic novel and NFT drop in partnership with writer, actor, and playwright Larry Blamire. This year will also see the launch of Vocal’s first-ever podcast, which will feature our very own Vocal creators and their stories, alongside a wide range of distinguished guests.

 

Final Words

 

As a first-time CEO, my overarching goal is to do right by all of Creatd’s stakeholders and work to maximize shareholder value. I hope to establish a legacy marked by transparent leadership, resilience, growth, and inclusion. Indeed, it has been and will continue to be a passion and priority of mine to advance diversity and gender equality in the workforce, and we have already begun making strides to do just that within our organization. Today, Creatd’s employee base is nearly 70% female; similarly, our newly constituted board of directors is majority female. We will focus our efforts this year on incorporating even more diverse voices across our business.

 

I take great care to surround myself with people who are experts in their domain, so that together we can make informed risks and make moves that are bold but measured. I frequently remind Creatd’s managers—at all levels—that one of the hardest and most important jobs of a leader is to hire great people. At the end of the day, the Company’s success relies on having an exceptional team that believes in our corporate purpose and, equally important, one that is capable of executing on it. I couldn’t be more confident that our team is the team to bring Creatd to its full potential.

 

 

3

 

 

Exhibit 99.2

 

Creatd Announces Acquisition of DTC Hydration Brand, Basis; Confirms Year-End Revenue Guidance; Raises $2.7MM in Registered Direct Offering

 

- Creatd Ventures completes its third DTC product acquisition; continues to experience accelerated growth.

 

- Company announces $2.7MM Registered Direct Offering following significant demand for recent PIPE financing.

 

- Preliminary results indicate 2021 non-GAAP revenues of $6.9MM; GAAP revenue totaling $4.2MM.

 

- $15-20MM in non-GAAP revenues projected for fiscal year 2022; GAAP revenues of between $8-12MM.

 

NEW YORK, March 7, 2022 /PRNewswire/ -- Creatd, Inc. (Nasdaq CM: CRTD) (“Creatd” or the “Company”), a creator-first holding company, today announced that it has completed its acquisition of Basis, a direct-to-consumer hydration brand with strong sales volume both on the brand’s website as well as through third-party distribution channels such as Amazon.

 

 

Founded in 2017, Basis is a hydrating electrolyte drink mix formulated using rehydration therapies developed by the World Health Organization. Creatd’s acquisition of 100% ownership in Basis marks its third majority ownership acquisition for Creatd Ventures, the arm of the Company focused on scaling creator-led e-commerce brands. Including the Basis transaction, Creatd has completed five acquisitions since 2019.

 

Commented Tom Punch, CEO of Creatd Ventures, “This acquisition marks an exciting double win: Basis’ wellness-oriented electrolyte mixes are a natural fit within Creatd Ventures’ portfolio and, as a wellness-rooted brand, its close alignment with Dune will help fuel the introduction of new products catered to an already-established health and wellness consumer base.”

 

 

 

 

Continued Punch, “I am confident that the addition of Basis will further ramp up Creatd Ventures’ revenues. At the same time, Creatd Ventures has fully consolidated its supply chain and distribution infrastructure, such that Basis’ revenues can be maximized from the get-go without incurring outsized implementation costs. There’s power in numbers and data. We will continue vetting acquisition targets that are both complementary to our existing brand portfolio and that, as with Dune and Camp, are marketable to consumers on a scalable subscription basis.”

 

Said Creatd CEO Laurie Weisberg, “Since inception, Creatd Ventures has experienced 100% growth quarter-over-quarter, and management expects this pillar to generate approximately 20% of the total GAAP revenues expected for Creatd’s fiscal year 2022. We continue to draw upon Vocal’s over 1.3 million subscribers and the broader Creatd network to surface potential brands for acquisitions and founders with entrepreneurial aspirations, and look forward to keeping shareholders up-to-date as we explore future acquisition targets. Data from across all four pillars is utilized to drive revenue growth, particularly in the direct-to-consumer space. For more on Creatd Ventures’ growth strategy and those of Creatd’s other business pillars, I encourage you to read my recently published CEO letter.”

 

The Company has released preliminary results for year-end 2021. For the fiscal year 2021, the Company generated approximately $6.9 million in non-GAAP revenue and $4.2 million in GAAP revenues, in line with its previous guidance. For the fiscal year 2022, the Company projects non-GAAP revenues to be in the range of $15 to 20 million, and GAAP revenues of between $8-12 million.

 

The Company has also announced a $2.7 million registered direct offering (the “Offering”), which comes following significant demand for its recent PIPE financing. Under the terms of the Offering, the Company has entered into definitive agreements with certain investors for the sale of approximately 1.5 million shares of common stock and warrants to purchase approximately 1.5 million shares of common stock, with such warrants having a five-year term and an exercise price of $1.75 per share. The purchase price for one share of common stock and one warrant is $1.75, consistent with the Company’s recently completed PIPE financing. The common shares sold in this transaction, as well as the shares underlying the warrants, will be registered under the Company’s outstanding registration statement on Form S-3. All officers of the Company are participating in the Offering, which is anticipated to close on or before March 9th, 2022.

 

Commenting on the financing, Creatd’s Executive Chairman Jeremy Frommer said, “Given current market conditions and the great demand for participation in the $2.5 million PIPE we closed last week, management thought it prudent to utilize the same ‘insiders’ network to further improve the Company’s cash position and strengthen its balance sheet while increasing operational runway. We are thankful for our investor community’s enduring confidence in our business. Having successfully resolved our note dispute involving Seller’s Choice, the Company has virtually eliminated its debt while at the same time substantially increasing its cash position and experiencing record revenue growth of almost 250% year over year.”

 

About Creatd

 

Creatd, Inc. (Nasdaq CM: CRTD) is a creator-first technology holding company and the parent company of the Vocal platform. Our mission is to empower creators, entrepreneurs, and brands through technology and partnership. We accomplish this through Creatd’s four business pillars: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios.

 

For news and updates, subscribe to Creatd’s newsletter: https://creatd.com/newsletter

 

Investor Relations Contact: ir@creatd.com