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): July 25, 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 8.01 Other Events
On July 25, 2022, Creatd, Inc., a Nevada corporation (the “Company”), through its counsel, issued a letter to D.F. King & Co., the Company’s information agent in connection with the Company’s upcoming rights offering (the “Rights Offering”) requesting that it notify The Depository Trust Company, as well as custodian banks and brokerage firms, of the upcoming record date for the Rights Offering and of the Regulation SHO requirements that may be applicable to clients who hold short positions in the Company’s listed shares and/or listed warrants (the “Regulation SHO Letter”). On July 25, 2022, the Company issued a press release related to the Rights Offering and the Regulation SHO Letter (the “Press Release”). The Regulation SHO Letter and the Press Release are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.
The information in 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.
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 | Regulation SHO Letter | |
| 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: July 26, 2022 | By: | /s/ Laurie Weisberg |
| Name: | Laurie Weisberg | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
PULLP
111 BROADWAY, 8TH FLOOR
NEW YORK, NEW YORK 10006
Telephone: (212) 571-1255
|
Jonathan Uretsky* MANAGING PARTNER AT PULLP Cell: (917) 861-5676 E-MAIL: uretsky@pullp.com *Admitted In New York, New Jersey & Washington, D.C.
VIA EMAIL Richard Grubaugh 48 Wall Street New York NY 10005 United States of America rgrubaugh@dfking.com Senior
Vice President of D.F. |
|
|
July 25, 2022 |
|
NEW JERSEY OFFICE 111 Town Square Place, Suite 1203 TELEPHONE: (973) 685-6747 |
Regulation SHO Notification
Dear Mr. Grubaugh,
We are counsel to Creatd, Inc. Creatd has announced the record date for its upcoming nontransferable rights offering on August 4, 2022, for its up to $40 million rights offering. In this rights offering, the company will be dividending to its shareholders of record and warrant holders of record subscription rights that are exercisable into Units during an August 2022 subscription period. Each unit will consist of (i) one share of CRTD common stock, (ii) one redeemable 5-year warrant exercisable for $3 per share, and (iii) one redeemable 5-year warrant exercisable for $6 per share.
We ask that you notify The Depository Trust Company and the custodian bank and brokerage firms that that are long CRTD and CRTDW of the record date for the rights offering. We also ask that the banks and brokerage firms notify all of your clients who may be short CRTD and CRTDW of this information. We also ask the banks and brokers to remind your clients of their ongoing obligation to comply with Regulation SHO. Regulation SHO established “locate” and “close-out” requirements aimed at curtailing naked short selling and other practices. Naked shorting takes place when investors sell short shares that they do not possess and have not confirmed their ability to possess. Key Points About Regulation SHO (sec.gov).
Any client that currently is short CRTD and/or CRTDW may find themselves in violation of Regulation SHO on the record date of the upcoming rights offering for Creatd, Inc. Reason being is the subscription rights are not tradable, non-transferable, and not eligible for lending. The Units that the subscription rights are exercisable into do not yet exist and also are not borrowable and will not trade. The Warrants underlying the Units also are not yet borrowable or lendable as they are yet to be issued. It is extremely important that you as a clearing firm inform your clients of the risks of potentially violating regulation SHO.
In re: Regulation SHO Notification Creatd, Inc.
| Regards, | |
| PULLP | |
| /s/ Jon Uretsky | |
| Jonathan Uretsky | |
| Anna Adelstein | |
| 111 Broadway, 8th Floor | |
| New York, NY 10006 | |
| Counsel for Creatd, Inc. |
Exhibit 99.2
Creatd Delivers Regulation SHO Notification to its Information Agent, D.F. King
July 25, 2022
NEW YORK, July 25, 2022 /PRNewswire/ -- Creatd, Inc. (Nasdaq CM: CRTD) (“Creatd” or the “Company”), today announced that it has delivered a Regulation SHO notification to its information agent, D.F. King & Co., Inc.
Commented Creatd’s founder and executive chairman, Jeremy Frommer, “In order to ensure a fair and orderly process, we have notified D.F. King that we expect them to notify the clearing firms and DTC whose clients are long CRTD and CRTDW of the Record Date for the rights offering. We have also asked them to notify all of the clearing firms and DTC whose clients may be short CRTD and CRTDW of this information, and advised them of their clients’ ongoing obligation to comply with Regulation SHO. This regulation established the “locate” and “close-out” requirements aimed at curtailing naked short selling and other practices. Naked shorting takes place when investors sell short shares that they do not possess and have not confirmed their ability to possess. Having been in the financial services industry for over two decades, I am well aware of how to vigorously pursue those individuals who violate these obligations so as to ensure, by all means at our disposal, that our shareholders are protected from any possible nefarious behavior.”
For further information about the Company’s $40MM Rights Offering, please refer to: https://creatd.com/presentation.
About Creatd
Creatd, Inc. (Nasdaq CM: CRTD) is a company with a mission to provide economic opportunities to creators and brands by multiplying the impact of platforms, people, and technology. The Company has four main business segments, or ‘pillars’: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Each pillar is characterized by a distinct revenue model, while operating on a shared-services structure and proprietary data collected from our multiple technology platforms. Creatd’s pillars work together to create a flywheel effect, supporting our core vision of creating a viable and safe ecosystem for all stakeholders in the creator economy.
Creatd: https://creatd.com;
Creatd IR: https://investors.creatd.com;
Vocal Platform: https://vocal.media;
Investor Relations Contact: ir@creatd.com
Forward-Looking Statements
Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings.