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): December 5, 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.) |
419 Lafayette Street, 6th Floor
New York, NY 10003
(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 | ||
| N/A | N/A | N/A |
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 December 5, 2022, Creatd, Inc., a Nevada corporation (the “Company”), shared an informal market appraisal relating to the Company’s OG Collection (the “Appraisal”), obtained in connection with a potential sale of the OG Collection. The Appraisal is furnished hereto as Exhibit 99.1, incorporated herein by reference.
The Appraisal 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 Exhibit 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 | Creatd OG Appraisal | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| CREATD, INC. | ||
| Date: December 6, 2022 | By: | /s/ Jeremy Frommer |
| Name: | Jeremy Frommer | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Informal Market Appraisal of the OG Collection
By Giles Moon 12/5/2022
1. INTRODUCTION
Appraiser’s Experience:
I am a professional appraiser of pop culture memorabilia and collectibles providing written appraisals for insurance, donation, estate tax and auction purposes that are compliant to USPAP (Uniform Standards of Professional Appraisal Practice).
Prior to forming my appraisal business, I worked for international auction houses for more than 30 years as Head of Dept in Popular Culture and Collectibles categories at Christie’s, London, Sotheby’s New York, Bonhams & Goodman, Sydney, Leonard Joel, Melbourne, Heritage Auctions, Dallas and Bonhams, San Francisco. As a senior specialist one of my core roles was to appraise all manner of memorabilia for estate and consignment purposes, including photography. I have appraised the personal property of numerous iconic figures of the 20th century, including Marilyn Monroe, Johnny Cash, Whitney Houston, Jerry Garcia of the Grateful Dead, Neil Young and the Lone Ranger (Clayton Moore).
I am currently a Collectibles appraiser on the PBS tv show “Antiques Roadshow”.
Certification:
Uniform Standards of Professional Appraisal Practice
(USPAP) compliant through December 9, 2022.
Completed USPAP Compliancy Exam, December 9, 2020
The OG Collection
The OG Collection comprises the personal archive of the founder of Penthouse Magazine, Bob Guccione. Highlights include:
| ● | The core - a photograph collection of around 65,000 images, the majority 35mm negatives and slides of Penthouse model shoots from the 1970s to the 1990s, as well as cheesecake photographs | |
| ● | Close to 3,000 pieces of original cartoons, sketches and artwork by Guccione and other artists | |
| ● | Model files, releases, contracts, scripts, movies and extensive documents and ephemera relating to Penthouse and other General Media Communications publications Omni and Viva |
2. THE APPRAISAL
Use of the Appraisal Report
I conducted an informal appraisal of the physical collection to establish the ballpark market value of the collection. This appraisal was conducted remotely, based on information and images provided by the Client. For this Appraisal Report I researched available comparable auction prices for each item. Auction prices were chosen rather than retail prices as the materials in the OG Collection have consistently been sold at auction and the prices realized are more reliably publicized than retail sales.
Research Methodology:
My research included auction price databases www.liveauctioneers.com and www.invaluable.com and www.adultstuffonly.com
Appraisal Methodology
I appraised an approximate sample of 3-5% of each category. For each item I used 1-3 auction sales of comparable items, using the most recent data available, largely from 2015-2016, and others from 2021-2022. The average (mean) value of these prices was calculated and multiplied by the total number in each category to determine the total value of the category.
Summary of Informal Fair Market Appraisal and Auction Estimate
| Estimated Current Fair Market Value | Auction Low Estimate | Auction High Estimate | ||||||||||
| TOTAL | $ | 4,200,000 | $ | 3,250,00 | $ | 4,500,000 | ||||||
Market Analysis
The core value of the collection is in the Penthouse photography, this is largely due to its volume within its collection. Analysis of the auction data shows evidence of an increase in recent prices for Penthouse photography in the last two years, compared to the most recent other data for sales that took place in 2015-2016. The estimated values above are based on an appraisal of 3-5% of the collection. A comprehensive formal Fair Market Appraisal of the collection will provide a more definitive value and a clearer picture of the growth in value. At the request of the Client, an opinion of the collection auction value was also provided.
3. INTELLECTUAL PROPERTY AND ADDITIONAL VALUE
This appraisal is for the physical materials within the collection only and does not address their intellectual value or IP. This appraisal also does not take into consideration the media assets associated with the OG Collection, including “Filthy Gorgeous: The Bob Guccione Story” documentary, Vice Magazine: The Guccione Archives Issue publication, No One’s Pet: The Autobiography of Sheila Kennedy book and The Mind’s Eye: The Art of Omni book. Though I am not an IP appraiser, in my opinion a valuation of the multi-faceted IP components will give a clearer picture of the true potential value of the collection.
4. STATEMENTS, INDEMNICATION AND DISCLAIMERS
The value(s) expressed herein are based on the appraiser’s best judgment and opinion. The value(s) expressed are based on current information. No opinion is hereby expressed as to any future value, nor unless otherwise stated, as to any past value. The client shall indemnify, defend, and hold me as the appraiser harmless from and against all actions, claims, liabilities or expenses incurred as a result of claims based on or arising from appraisal and the Appraisal Report, by third parties unrelated to the stated purpose of this appraisal and Appraisal Report.
5. SOURCES OF DATA – AUCTION HOUSES & WEBSITES
Filthy, NJ - www.liveauctioneers.com
Guccione Estate, NJ - www.liveauctioneers.com
BFA Auction, NJ - www.liveauctioneers.com
Everything But The House – www.ebth.com
www.adultstuffonly.com