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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/25/22 Creatd, Inc. 8-K:1,3,9 10/24/22 16:1M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 40K 2: EX-4.1 Form of Debenture HTML 143K 3: EX-4.6 Form of Replacement Common Stock Purchase Warrant HTML 96K 4: EX-10.1 Form of Securities Purchase Agreement HTML 235K 5: EX-10.2 Form of Registration Rights Agreement HTML 150K 6: EX-10.3 Form of Letter Agreement HTML 39K 11: R1 Cover HTML 50K 14: XML IDEA XML File -- Filing Summary XML 14K 12: XML XBRL Instance -- ea167525-8k_creatd_htm XML 20K 13: EXCEL IDEA Workbook of Financial Reports XLSX 8K 8: EX-101.DEF XBRL Definitions -- crtd-20221024_def XML 74K 9: EX-101.LAB XBRL Labels -- crtd-20221024_lab XML 103K 10: EX-101.PRE XBRL Presentations -- crtd-20221024_pre XML 71K 7: EX-101.SCH XBRL Schema -- crtd-20221024 XSD 15K 15: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 16: ZIP XBRL Zipped Folder -- 0001213900-22-066012-xbrl Zip 180K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i October 24, 2022
(Exact name of registrant as specified in its charter)
| i Nevada | i 001-39500 | i 87-0645394 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
N/A
(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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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:
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).
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 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On October 24, 2022 (the “Effective Date”), Creatd, Inc., a Nevada corporation (the “Company”), entered into and closed securities purchase agreement(the “Purchase Agreement”) with one accredited investor (the “Investor”), whereby the Investor purchased from the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650 (the “Debenture”). The Company and the Investor also entered into a registration rights agreement (each, a “Registration Rights Agreement”) pursuant to the Purchase Agreement.
The Debenture has an original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, may be extended by six months at the Company’s option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $0.20 per share, subject to adjustment upon certain events.
In connection with its entry into the Purchase Agreement and issuance of the Debenture, the Company also entered into a side letter agreement (the “Letter Agreement”) with the holders of debentures of the Company, the Series C Warrants and Series D Warrants issued as of May 31, 2022 (the “May Investors”) and the holders of debentures of the Company, the Series E Warrants and Series F Warrants issued as of July 25, 2022 (the “July Investors”). Pursuant to the Letter Agreement each of the May Investors and the July Investors have entered into a lock-up agreement whereby they may not sell any such debentures, warrants, the shares into which such debentures may be converted, or certain shares underlying such warrants until the date that is 30 days after the date on which the registration statement registering for resale the shares of the Company’s common stock underlying the Debenture is declared effective by the Securities and Exchange Commission. Additionally, the Letter Agreement, provides that the May Investors and July Investors have agreed to a further lock up of such shares for a further 30 days upon the receipt of a certain amount of the proceeds from future potential issuances of debentures, common stock or similar securities by the Company. Further additionally, pursuant to the Letter Agreement, the May Investors and the July Investors have agreed to exchange and return for cancellation the Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants, receiving replacement warrants from the Company (the “Replacement Warrants”), in consideration for (i) the Company’s payment of $750,000 of the proceeds from the sale of the Debenture to the May Investors and July Investors on a pro rata basis and (ii) the Company’s agreement to pay, on a pro rata basis to the May Investors and July Investors, the greater of (x) $750,000 and (y) 50% of the gross proceeds raised in a subsequent financing. The Replacement Warrants reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Purchase Agreement, the Debenture, the Registration Rights Agreement, the Letter Agreement and the Replacement Warrants and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the forms of Purchase Agreement, the Debenture, the Registration Rights Agreement, the Letter Agreement and the Replacement Warrants, the forms of which are attached as Exhibits 10.1, 4.1, 10.2, 10.3, and 4.6, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Debenture, and the Common Stock underlying the Warrants were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registration for private placements based in part on the representations made by Investors, including representations with respect to each Investor’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor’s investment intent.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
C:
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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: October 25, 2022 | By: | /s/ Jeremy Frommer |
| Name: | Jeremy Frommer | |
| Title: | Chief Executive Officer | |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/24/23 | ||||
| Filed on: | 10/25/22 | |||
| For Period end: | 10/24/22 | |||
| 7/25/22 | 8-K, CORRESP | |||
| 5/31/22 | 4, 8-K, EFFECT | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/07/23 Creatd, Inc. S-1/A 12/06/23 12:190K EdgarAgents LLC/FA 11/20/23 Creatd, Inc. S-1 110:20M EdgarAgents LLC/FA 8/30/23 Creatd, Inc. S-1/A 115:21M EdgarAgents LLC/FA 8/11/23 Creatd, Inc. S-1 113:17M EdgarAgents LLC/FA 6/13/23 Creatd, Inc. S-1/A 114:17M EdgarAgents LLC/FA 5/31/23 Creatd, Inc. S-1/A 114:18M EdgarAgents LLC/FA 5/15/23 Creatd, Inc. S-1 5/12/23 90:12M EdgarAgents LLC/FA 2/07/23 Creatd, Inc. S-8 2/07/23 5:651K EdgarAgents LLC/FA 1/31/23 Creatd, Inc. S-1/A 124:22M EdgarAgents LLC/FA 1/27/23 Creatd, Inc. S-1/A 12:261K EdgarAgents LLC/FA 1/20/23 Creatd, Inc. S-1/A 124:22M EdgarAgents LLC/FA 1/10/23 Creatd, Inc. S-1 128:23M EdgarAgents LLC/FA 1/04/23 Creatd, Inc. S-1/A 11:195K EdgarAgents LLC/FA 12/21/22 Creatd, Inc. S-1/A 127:23M EdgarAgents LLC/FA 12/07/22 Creatd, Inc. S-1/A 12:217K EdgarAgents LLC/FA 11/23/22 Creatd, Inc. S-1 126:23M EdgarAgents LLC/FA 11/22/22 Creatd, Inc. S-1 123:22M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/29/22 Creatd, Inc. 8-K:1,3,8,9 7/25/22 18:1.3M EdgarAgents LLC/FA 6/03/22 Creatd, Inc. 8-K:1,3,8,9 5/31/22 19:1.2M EdgarAgents LLC/FA |