Exhibit 99.2
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): May 26, 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 Stock Market LLC | ||
| Common Stock Purchase Warrants | CRTDW | The 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 May 26, 2022, Creatd, Inc., a Nevada corporation (the “Company”), issued a shareholder letter (the “Shareholder Letter”) and shared the Creatd 2022 Expansion Plan Investor Presentation (the “Presentation”). The Shareholder Letter and the Presentation are furnished hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
The information in Item 7.01 to this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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.
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.
| Exhibit Number |
Description | |
| 99.1 | Creatd Shareholder Letter, dated May 26, 2022 | |
| 99.2 | Creatd 2022 Expansion Plan Investor Presentation | |
| 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: June 1, 2022 | By: | /s/ Laurie Weisberg |
| Name: | Laurie Weisberg | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Creatd Shareholder Letter
May 26, 2022
Original Link: https://vocal.media/journal/creatd-s-expansion-plan-is-ready-for-action
Creatd’s Expansion Plan is Ready for Action
For the first time ever, we are directly offering every single CRTD shareholder the opportunity to invest side-by-side with us through a Rights Offering.
Today marks our most important financial offering as a company since our Uplisting to the Nasdaq in September of 2020. With no long-term debt on our balance sheet and a closing gap between revenue and operational expenses, Creatd’s expansion has reached its moment of inflection.
We have just announced a $40 million Rights Offering, available to all Creatd shareholders for participation. The Rights Offering will allow Creatd’s current and future shareholders to purchase units consisting of common stock and warrants. If all shareholders participate, and $40MM is raised, the expansion plan funded by the offering could drive between a 10x – 20x increase in revenues over the next 12 to 18 months. Then, if all warrants underlying the units are exercised, the Company would receive an additional $180MM.
Over the last few years, I have observed our stock oscillate from as low as $0.62 a share to as high as $9.80, which effectively translates into a Company valuation of between $15MM - $100MM. Today we stand at 20.1MM shares outstanding at a price of $0.81 for a market value of $16.9MM, as well as the ability to access authorized shares of up to $100MM in the future. We have kept a tight float in comparison to microcap stocks such as Remark Holdings (MARK) and Genius (GNUS), which trade at sub $1.00 with over $100MM and $250MM in outstanding shares, respectively.
During this few-year period, we grew revenues from nothing to $4.3MM for Fiscal Year 2021, and believe we are on our way to reaching between $7MM - $10MM for Fiscal Year 2022, and that’s before adjustments from the initiation of our expansion plan. All the while, we maintained flat operating expenses, with the exception of one-time charges, as well as a decrease in our core platform, Vocal’s, marketing expenditures over the past three quarters. Additionally, during this same period, we grew Vocal’s network to more than 1.5MM creators and an audience reach that exceeds 200MM globally. And finally, during this same period, we implemented continuous product updates to Vocal—truly making it a best-in-class platform that today serves as a homebase and safe environment for diverse creators of all shapes, sizes, and mediums.
With private funding from friends and family, as well as institutional shareholders, we never tapped into the venture capital space. Instead, we embarked in 2016 on a years-long journey to the Nasdaq—an audacious choice and a highly complex undertaking—and ultimately achieved that in September 2020 in the midst of the pandemic crisis. Most importantly, we have since eliminated all long-term debt from our balance sheet, unlike small-cap companies such as Buzzfeed, E-Sports Entertainment, and Ipsidy, among the many other Nasdaq companies with material debt. As things stand today, we believe we are finally in a position to compete head-to-head with the multi-billion-dollar-valued platforms in our space, at a fraction of their internal headcount, and with far lower development costs.
As we speak, we are witnessing the transfer of value away from legacy social media companies like Snap, Facebook, and Twitter, toward subscription-based business models. We have also designed Vocal to withstand the current perceptions of these platforms by employing an AI-assisted and human-led moderation system to cultivate a safe and secure platform for our creators and brands. Creatd’s founders built the non-ad-dependent Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficiencies creates a sustainable and defensible business model. With this, Vocal is now set to seize the mantle from these companies.
I encourage you all to read Creatd’s 2022 Investor Presentation and look forward to communicating further in the future as well as hosting an investor day presentation in the middle of June. In particular, I appreciate responding to messages at the bottom of this story. This is our newest value-added feature on Vocal.
The presentation describes an expansion plan across our four pillars. Important to note is the highly scalable nature of our technology (Creatd Labs) and e-commerce (Creatd Ventures) pillars, thus warranting higher levels of capital infusion as compared to the agency (Creatd Partners) and media production (Creatd Studios) pillars. As it happens, the latter two businesses, while less scalable in nature, drive significant value for their more scalable sister counterparts. The projects and brand partners in those pillars help us penetrate new markets and untapped audiences for Vocal and our DTC subscriber businesses.
View Creatd’s 2022 Investor Presentation
View Creatd’s $40MM Rights Offering press release announcement
Exhibit 99.2