As filed with the Securities and Exchange Commissionon August 25, 2022

Registration No. 333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

CREATD, INC.

(Exact name of registrant as specified in itscharter)

419 Lafayette Street

6^th Floor

New York, NY 10003

(201) 258-3770

(Address, including zip code and telephone number,including area code, of registrant’s principal executive offices)

Laurie Weisberg

Chief Executive Officer

419 Lafayette Street, 6^th Floor

New York, NY 10003

Telephone: (201) 258-3770

(Name, address, including zip code and telephonenumber, including area code, of agent for service)

Copies of all communications, including communicationssent to agent for service, should be sent to:

Approximate date of commencement of proposed saleto the public:

As soon as practicable after the effective dateof this registration statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, actingpursuant to said Section 8(a), may determine. 

The information inthis preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and weare not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECTTO COMPLETION, DATED AUGUST 25, 2022

PRELIMINARY PROSPECTUS

Subscription Rights to Purchase Up to 20,000,000Units
Consisting of Up to 20,000,000 Shares of Common Stock
Series A Warrants to Purchase Up to 20,000,000 Shares of Common Stock

at a Subscription Price of $ Per Unit

Up to 20,000,000 Shares of Common Stock

Issuable upon the Exercise of Series A Warrantsincluded in the Units

We are distributing, at no charge, non-transferablesubscription rights entitling holders of common stock as of the record date of 5:00 p.m. (Eastern time) on  , 2022 and holders ofcertain shares of Series E Preferred Stock, common stock, warrants, options, and convertible notes, to purchase units at a subscriptionprice of $ per unit. Each unit will consist of one share of common stock and a Series A warrant exercisable to acquire one share of commonstock at an exercise price of $1.00. Shares of common stock and Series A warrants comprising the units may only be purchased as a unit,but will be issued separately. You will receive two subscription rights for every share of common stock and every share of common stockissuable upon conversion or exercise of the Preferred Shares, Eligible Warrants, Eligible Options, and Eligible Convertible Notes (allas defined herein) you hold as of the record date.

Pursuant to your subscription rights, you will havethe right, which we refer to as your basic right, to purchase a number of units equal to two times (i) the number of shares of commonstock you held as of the record date and (ii) the number of shares of common stock issuable upon conversion or exercise of the PreferredShares, Eligible Warrants, Eligible Options, and/or Eligible Convertible Notes you held as of the record date. If you exercise your basicright in full, you will also have the right, or over-subscription privilege, to purchase additional units for which other rights holdersdo not subscribe. Once made, all exercises of rights are irrevocable.

Your basic rights and over-subscription privilegewill expire if not exercised by 5:00 p.m. (Eastern time) on 2022, unless we extend or terminate this offering. We may extend this offeringfor one or more additional periods in our sole discretion not to exceed 45 days from the initial expiration date. We will announce anyextension in a press release issued no later than 9:00 a.m. (Eastern time) on the business day after the most recently announced expirationdate. If this offering is not fully subscribed following the expiration date of the offering, we use commercially reasonable efforts toplace any unsubscribed units at the subscription price for an additional period of up to 45 days. The number of units that may be soldby us during this period will depend upon the number of units that are subscribed for pursuant to the exercise of subscription rightsby shareholders and other rights holders. 

Our common stock is traded on The Nasdaq CapitalMarket, or the Nasdaq, under the symbol “CRTD.” The closing price of the common stock on August 24, 2022 was $0.645 pershare. Neither the subscription rights nor the units are transferable.

Investing in our securities involves risks.See “Risk Factors” beginning on page 11 of this prospectus. We and our board of directors are not making any recommendationregarding the exercise of your rights.

This offering is being conducted on a best-effortsbasis, and we do not need to receive any minimum amount of proceeds in order to complete the offering. We have currently not entered intoany standby purchase agreement, backstop commitment or similar arrangement in connection with this offering.

Continental Stock Transfer & Trust will serveas the subscription agent for this offering and an escrow agent retained by the subscription agent will hold in escrow funds receivedfrom subscribers until we complete or terminate the offering.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.

If you have any questions or need further informationabout this offering, please call D.F. King & Co., Inc., the information agent for the offering, at (212) 269-5550 (bankers and brokers)or (877) 283-0323 (all others) or by email at creatd@dfking.com.

The date of this prospectus is August 25, 2022.

TABLE OF CONTENTS

Unless the context requires otherwise, referencesin this prospectus to “Creatd,” “our company,” “we,” “our” “us” and similarterms refer to Creatd, Inc., a Nevada corporation, and its subsidiaries, unless the context otherwise requires.

RISK FACTORS

Investing in our securities involves a highdegree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other informationcontained in this prospectus, before making an investment decision with respect to our securities. The occurrence of any of the followingrisks or those incorporated by reference, or additional risks and uncertainties not presently known to us or that we currently believeto be immaterial could materially and adversely affect our business, financial condition, results of operations or cash flows. In anysuch case, the trading price of common stock and the trading price of Series A warrants, if any, could decline, and you may lose all orpart of your investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties.Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, includingthe risks and uncertainties described below and those incorporated by reference.

This offering may cause the price of commonstock to decline, and the price may not recover for a substantial period of time, or at all.

The subscription price of units in this offering,together with the number of shares of common stock we propose to issue and ultimately will issue in the offering (including the numberof additional shares of common stock we propose to issue and ultimately will issue upon exercise of Series A warrants), may result inan immediate decrease in the market value of the common stock. We cannot predict the effect, if any, that the availability of shares forfuture sale represented by the Series A warrants will have on the market price of common stock from time to time. If the market priceof common stock falls, you may have irrevocably committed to buy shares of common stock in this offering at an effective price per sharegreater than the prevailing market price. Further, if a substantial number of subscription rights are exercised and the exercising rightsholders choose to sell some or all of the shares purchased either directly or upon Series A warrant exercises, the resulting sales coulddepress the market price of common stock. We cannot assure you that the market price of common stock will not decline prior to the expirationof this offering or that, after shares of common stock are issued upon exercise of subscription rights, you will be able to sell sharesof common stock purchased in the offering at a price greater than or equal to the effective price paid in the offering.

The subscription price determined for thisoffering may not be indicative of the fair value of common stock.

The subscription price was set by management andapproved by our board of directors, and you should not consider the subscription price as an indication of the fair value of common stock.The subscription price does not necessarily bear any relationship to the book value of our assets, net worth, past operations, cash flows,earnings/losses, financial condition or any other established criteria for fair value. The market price of common stock could declineduring or after this offering, and you may not be able to sell shares of common stock purchased in the offering, including shares of commonstock issuable upon the exercise of Series A warrants, at a price equal to or greater than the effective price paid in the offering, orat all.

Your interest in our company may be dilutedas a result of this offering.

If you do not fully exercise your basicrights, you will, at the completion of this offering, own a smaller proportional interest in our company on a fully diluted basisthan would have been the case if you had fully exercised your basic rights. Based on shares outstanding as of August 25, 2022, after givingeffect to this offering (assuming the offering is fully subscribed and the Series A warrants issued in the offering are exercised infull), we would have 60,361,758 shares of common stock outstanding, representing an increase in outstanding shares of 196%.

The subscription rights are non-transferable.

You cannot transfer or sell your subscriptionrights to anyone else. We therefore do not intend to list the subscription rights on any securities exchange or include them in any automatedquotation system and there will be no market for the subscription rights.

Holders of Series A warrants issued in thisoffering will have no rights as holders of common stock until they exercise their Series A warrants and acquire common stock.

Until holders of Series A warrants issued in thisoffering acquire shares of common stock upon exercise of such Series A warrants, they will have no rights with respect to the shares ofcommon stock underlying such Series A warrants. Upon exercise of the Series A warrants, the holders thereof will be entitled to exercisethe rights of holders of common stock only as to matters for which the record date occurs after the warrant exercise date.

There is no established public trading marketfor the warrants being offered in this offering.

There is no established public trading market forthe Series A warrants being offered in this offering. We do not intend to apply to list the Series A warrants to be issued in this offeringon any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity ofthe Series A warrants will be limited without first exercising them.

During the period immediately followingthe expiration of this offering, you may not be able to resell any shares of common stock that you purchase in the offering or upon exerciseof your Series A warrants.

If you exercise your subscription rights, youmay not be able to resell shares of common stock purchased by exercising your subscription rights, or shares of common stock issued toyou upon exercise of your Series A warrants, until you (or your broker or other nominee) have received a stock certificate or book-entryrepresenting those shares. Although we will endeavor to issue the appropriate certificates and book entries promptly, there may be somedelay between the expiration date of this offering, or the exercise date of your Series A warrants, and the time that we issue the newstock certificates and book entries.

In addition, to the extent you are an affiliate,as defined in Rule 144 under the Securities Act, the resale of shares of common stock or Series A warrants by you will be subject to certainrestrictions, including volume limitations.

We may have broad discretion in the useof a significant portion of the net proceeds from this offering and may not use those net proceeds effectively.

We intend to use the net proceeds for sales andmarketing and general working capital purposes. We cannot specify with any certainty the particular uses of the net proceeds, if any,that we receive from this offering. Our management will have broad discretion in the application of those additional net proceeds, andwe may spend or invest those net proceeds in a way with which shareholders disagree. The failure by management to apply these funds effectivelycould harm our business and financial condition. Pending their use, we may invest the net proceeds in a manner that does not produce incomeor that loses value.

If we terminate this offering, neither wenor the subscription agent will have any obligation to you except to promptly return your subscription payments.

We may terminate this offering at any time. Ifwe do, neither we nor the subscription agent will have any obligation to you with respect to subscription rights that you have exercised,other than to promptly return, without interest or deduction, the subscription payment you delivered to the subscription agent.

If you do not act on a timely basis andfollow subscription instructions, your exercise of subscription rights may be rejected.

Holders of common stock and holders of PreferredShares, Eligible Warrants, Eligible Convertible Notes, and/or Eligible Options who desire to purchase units in this offering must acton a timely basis to ensure that all required forms and payments are actually received by the subscription agent prior to 5:00 p.m. (Easterntime) on the expiration date, unless this offering is extended. If you are a beneficial owner of shares of common stock and you wish toexercise your subscription rights, you must act promptly to ensure that your broker, custodian bank or other nominee (including any mobileinvestment platform) acts for you and that all required forms and payments are actually received by your broker, custodian bank or othernominee (including any mobile investment platform) in sufficient time to deliver such forms and payments to the subscription agent inorder to exercise your subscription rights by 5:00 p.m. (Eastern time) on the expiration date, unless extended. We will not be responsibleif your broker, custodian or nominee (including any mobile investment platform) fails to ensure that all required forms and payments areactually received by the subscription agent in a timely manner.

If you fail to complete and sign the requiredsubscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to your exerciseof rights, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of thepayment received. Neither we nor the subscription agent undertakes to contact you concerning an incomplete or incorrect subscription formor payment, nor are we or the subscription agent under any obligation to correct such forms or payment. We have the sole discretion todetermine whether a subscription exercise properly follows the subscription procedures.

If you pay the subscription price by uncertifiedcheck, your check may not clear in sufficient time to enable you to exercise your subscription rights.

Any uncertified check used to pay for the subscriptionprice in this offering must clear prior to the expiration date of this offering. The clearing process may require five or more businessdays. If you choose to pay the subscription price, in whole or in part, by uncertified check and your check does not clear prior to theexpiration date of this offering, you will not have satisfied the conditions to exercise your rights and you will not receive the unitsyou wish to purchase.

You may not receive all of the units forwhich you subscribe under the over-subscription privilege.

Rights holders who fully exercise their basicrights will have the right, pursuant to their over-subscription privileges, to purchase additional units to the extent other rights holdersdo not exercise their basic rights in full. Over-subscription privileges will be allocated pro rata among rights holders who over-subscribe,based on the number of over-subscription units for which the rights holders have subscribed. We cannot guarantee that you will receiveall, or a significant portion, of the units for which you subscribe pursuant to your over-subscription privilege.

If the number of units allocated to you is lessthan your subscription request, the excess funds held by the subscription agent on your behalf will be promptly returned to you, withoutinterest or deduction, after this offering has expired, and we will have no further obligations to you.

Your receipt of subscription rights maybe treated as a taxable dividend to you.

The distribution of subscription rights in thisoffering should be a non-taxable stock dividend under Section 305(a) of the Internal Revenue Code of 1986. This position is not bindingon the Internal Revenue Service or the courts, however. If this offering is part of a “disproportionate distribution” underSection 305 of the Internal Revenue Code, your receipt of subscription rights may be treated as the receipt of a distribution equalto the fair market value of the rights. Any such distribution treated as a disproportionate distribution would be treated as dividendincome to the extent of our current and accumulated earnings and profits, with any excess being treated as a return of basis to the extentthereof and then as capital gain. See “Material U.S. Federal Income Tax Considerations.”

Because we do not have a standby purchaseagreement, backstop commitment or similar arrangement in connection with this offering, the net proceeds we receive from the offeringmay be less than we intend.

We have currently not entered into any standbypurchase agreement, backstop commitment or similar arrangement in connection with this offering. We therefore cannot assure you that anyof our shareholders will exercise all or any part of their subscription rights. If rights holders subscribe for fewer units than anticipated,the net proceeds we receive from this offering could be significantly reduced. Regardless of whether this offering is fully subscribedor we do enter into a standby purchase agreement, backstop commitment or similar arrangement, we may need to raise additional capitalin the future.

We may in the future enter into a standby purchaseagreement, backstop commitment or similar arrangement in connection with this offering if we are able to negotiate commercially reasonableterms with a standby purchaser or backstop purchaser. We cannot assure you that such an arrangement will be available on commerciallyreasonable terms and if we are unable to negotiate commercially reasonable terms for a standby purchase agreement, backstop commitmentor similar arrangement in connection with this offering we would not enter into such an arrangement. In the event we enter into a standbypurchase agreement, backstop commitment or similar arrangement in connection with this offering we will file a Current Report on Form8-K with a summary of the terms of such arrangement.

We do not expect to pay dividends in thefuture. Any return on investment may be limited to the value of our common stock.

We do not anticipate paying any cash dividendson our common stock in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial conditionand other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends,our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

Because the Series A warrants are executorycontracts, they may have no value in a bankruptcy or reorganization proceeding.

In the event a bankruptcy or reorganization proceedingis commenced by or against us, a bankruptcy court may hold that any then-unexercised Series A warrants are executory contracts subjectto rejection by us with the approval of a bankruptcy court. As a result, even if we have sufficient funds, holders may not be entitledto receive any consideration for their Series A warrants or may receive an amount less than they would be entitled to if they had exercisedtheir Series A warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

Each of our Second Amended and RestatedArticles of Incorporation and our Amended and Restated Bylaws provide that the Eighth Judicial District Court of Clark County, Nevadawill be the sole and exclusive forum for certain disputes which could limit stockholders’ ability to obtain a favorable judicialforum for disputes with the Company or its directors, officers, employees or agents.

Each of our Second Amended and Restated Articlesof Incorporation and our Amended and Restated Bylaws provide that unless the Company consents in writing to the selection of an alternativeforum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for state law claims with respectto: (i) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii) any action assertinga claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’sstockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or92A or any provision of the Company’s Second Amended and Restated Articles of Incorporation or Amended and Restated Bylaws or (iv) anyaction asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforceor determine the validity of the Company’s Second Amended and Restated Articles of Incorporation or Amended and Restated Bylaws.This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or theExchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be basedupon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any dutyor liability created by the Exchange Act or the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrentjurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or therules and regulations thereunder. However, each of our Second Amended Articles of Incorporation and our Amended and Restated Bylaws containa federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federaldistrict courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of actionarising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of theCompany are deemed to have notice of and consented to this provision. As this provision applies to Securities Act claims, there may beuncertainty whether a court would enforce such a provision.

These choice of forum provisions may limit a stockholder’sability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or otheremployees, which may discourage such lawsuits against the Company and its directors, officers and other employees. Alternatively, if acourt were to find our choice of forum provisions contained in either our Second Amended and Restated Articles of Incorporation or Amendedand Restated Bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolvingsuch action in other jurisdictions, which could harm its business, results of operations, and financial condition.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933 or the Securities Act, Section 21E of the Securities Exchange Act of 1934or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that reflect our currentviews with respect to future events and financial performance, and all statements other than statements of historical fact are statementsthat are, or could be, deemed forward-looking statements. In some cases, you can identify forward-looking statements by terms such as“may,” “might,” “will,” “intend,” “should,” “could,” “can,”“would,” “believe,” “expect,” “seek,” “anticipate,” “intend,”“estimate,” “plan,” “target,” “project,” “forecast,” “envision”or the negative of these terms, and other similar phrases. All statements contained in this prospectus and any prospectus supplement regardingfuture financial position, sales, costs, earnings, losses, cash flows, other measures of results of operations, capital expenditures ordebt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements.

You should not place undue reliance on our forward-lookingstatements because they are not guarantees of future performance or expectations, and involve risks and uncertainties. Our forward-lookingstatements are based on the information currently available to us and speak only as of the date on the cover of this prospectus, the dateof any prospectus supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includesthe statement. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statementsrelate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and otherfactors that may cause our actual results, performance or achievements to be materially different from any future results, performanceor achievements expressed or implied by these forward-looking statements. Except as required by applicable law, we assume no obligation,and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

The forward-looking statements contained in thisprospectus are set forth principally in “Risk Factors” above, and in “Risk Factors,” “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” “Business” and other sectionsin our 2021 Annual Report and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”“Risk Factors” and other sections in our Latest Form 10-Q. In addition, there may be events in the future that we arenot able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied byforward-looking statements. Please consider our forward-looking statements in light of these risks as you read this prospectus.

QUESTIONS AND ANSWERS RELATING TO THIS OFFERING

The following are examples of what we anticipatewill be common questions about this offering. The answers are based on selected information included elsewhere in this prospectus. Thefollowing questions and answers do not contain all of the information that may be important to you and may not address all of the questionsthat you may have about this offering. This prospectus, including the documents we incorporate by reference, contains more detailed descriptionsof the terms and conditions of this offering and provides additional information about our company and our business, including potentialrisks related to our business, the offering and common stock.

What is the rights offering?

We are issuing to each holder of common stockas of the record date and each holder of the Preferred Shares, Eligible Warrants, Eligible Options, and/or Eligible Convertible Notesas of the record date, who we refer to as a rights holder or you, two non-transferable subscription rights for each share of common stockthen owned or issuable upon conversion or exercise by the holder. Each basic right entitles the holder to purchase one unit at a subscriptionprice of $ , which we refer to as the subscription price. Holders of fractional shares shall be entitled, in proportion to their fractionalholdings, to receive basic rights, provided that such basic rights may only be exercised in aggregate for whole numbers of units.

What securities comprise the units?

Each unit will consist of 1 share of common stockand a Series A warrant exercisable for one share of common stock at a price of $ per unit. Shares of common stock and Series A warrantscomprising a unit may only be purchased as a unit, but will be issued separately. Subscription rights will not be transferrable. The subscriptionrights may only be exercised in aggregate for whole numbers of units.

What are the terms of the Series A warrantsincluded in the units?

For each unit you purchase, you will be entitledto receive a Series A warrant exercisable to acquire one share of common stock at an exercise price of $1.00. Each warrant will expireon , 2027, and will be exercisable for cash or, solely during any period when a registration statement covering the issuance of the sharesof common stock subject to the Series A warrants is not in effect, on a cashless basis. Each warrant is exercisable commencing upon issuanceand expire on , 2027. The Series A warrants will be issued in registered forms under warrant agreements with Pacific Stock Transfer aswarrant agent.

Will the Series A warrants be listed?

No, the Series A warrants will not be listed on anon any securities exchange or included in any automated quotation system.

What are the basic rights?

For each basic right held, each rights holder hasthe opportunity to purchase two units at a subscription price of $ , provided that (a) basic rights may be exercised in aggregate onlyto purchase whole numbers of units, (b) the total subscription price payable upon any exercise of subscription rights will be roundedto the nearest whole cent and (c) only whole numbers of shares of common stock and Series A warrants exercisable for whole numbers ofshares will be to a holder in this offering, with any right to a fractional share to which a holder would otherwise be entitled beingterminated without consideration to the rights holder. Holders of fractional shares shall be entitled, in proportion to their fractionalholdings, to receive basic rights, provided that such basic rights may only be exercised in aggregate for whole numbers of units. We havegranted to you, as a holder of common stock as of the record date or a holder of the Preferred Shares, Eligible Warrants, Eligible ConvertibleNotes, Eligible Options, and/or Eligible Convertible Notes as of the record date, two basic rights for each whole share of common stockyou then owned or you are entitled to upon conversion or exercise of the Preferred Shares, Eligible Warrants, Eligible Convertible Notesand/or Eligible Options. For example, if you owned 1,000 shares of common stock as of the record date, you would receive 2,000 basic rightsand would have the right to purchase, for an aggregate subscription price of $    , 2,000 units comprised of 2,000 sharesof common stock and a Series A warrant to purchase 2,000 shares of common stock at an aggregate purchase price of $2,000. You may exerciseall, a portion or none of your basic rights. If you exercise fewer than all of your basic rights, however, you will not be entitled topurchase any additional units pursuant to the over-subscription privilege. See “-What is the over-subscription privilege?”below.

What is the over-subscription privilege?

If you exercise all of your basic rights, youwill have the right, which we refer to as the over-subscription privilege, to purchase additional units that remain unsubscribed as aresult of any unexercised basic rights. We refer to the basic rights and over-subscription privilege together as subscription rights.You should indicate on your subscription certificate, or the form provided by your nominee if your shares are held in the name of a nominee,how many additional units you would like to purchase pursuant to your over-subscription privilege. You are entitled to exercise your over-subscriptionprivilege only if you exercise your basic rights in full. If over-subscription requests exceed the number of units available, however,we will allocate the available units pro rata among rights holders who over-subscribe based on the number of over-subscription units forwhich they have subscribed. See “The Rights Offering-Over-Subscription Privilege.”

To properly exercise your over-subscription privilege,you must deliver the subscription payment related to your over-subscription privilege before this offering expires. Because we will notknow the total number of unsubscribed units before this offering expires, if you wish to maximize the number of units you purchase pursuantto your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximumnumber of units available, assuming that no rights holder other than you has purchased any units pursuant to such rights holder’sbasic right and over-subscription privilege.

Subject to the ownership limitation describedbelow, we will seek to honor the over-subscription requests in full. If over-subscription requests exceed the number of units available,however, we will allocate the available units pro rata among the rights holders in proportion to the product (rounded down to the nearestwhole number so that the aggregate number of units does not exceed the aggregate number offered) obtained by multiplying the number ofunits such rights holder subscribed for pursuant to the over-subscription privilege by a fraction (A) the numerator of which is the numberof unsubscribed units and (B) the denominator of which is the total number of units sought to be subscribed for pursuant to the over-subscriptionprivilege by all rights holders participating in such over-subscription.. Continental Stock Transfer & Trust, which will act as thesubscription agent in connection with this offering and which we refer to as the subscription agent, will determine the over-subscriptionallocation based on the formula described above and will notify rights holders of the number of units allocated to each holder exercisingthe over-subscription privilege as promptly as may be practicable after the allocations are completed.

To the extent your aggregate subscription paymentfor the actual number of unsubscribed units available to you pursuant to the over-subscription privilege is less than the amount you actuallypaid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed units availableto you, and any excess subscription payment will be promptly returned to you, without interest or deduction, after the expiration of thisoffering.

May the subscription rights that I exercisebe reduced for any reason?

There are a sufficient number of units availableto honor your basic rights in full. As a result, if this offering is completed, you will receive whole units to the full extent you haveproperly exercised your basic rights in whole or in part for such whole units.

Sufficient units may not be available to honoryour exercise of the over-subscription privilege. If exercises of over-subscription privileges exceed the number of units available, wewill allocate the available units pro rata among rights holders who over-subscribe based on the number of over-subscription units forwhich the rights holders have subscribed.

Why are we conducting this offering?

In accordance with our strategic plan, we areconducting this offering primarily to raise funds for sales and marketing and general working capital purposes. Our board of directorshas approved this offering. Based on information available to the board, the board believes that this offering is in the best interestsof our company and shareholders. Our board is not, however, making any recommendation regarding your exercise of the subscription rights.

Our board considered and evaluated a number offactors relating to this offering, including:

Am I required to exercise the subscriptionrights I receive in this offering?

No. You may exercise any number of your subscriptionrights, or you may choose not to exercise any of your subscription rights. If, however, you choose not to exercise your subscription rightsor you exercise less than your full amount of subscription rights and other rights holders fully exercise their subscription rights, thepercentage of common stock owned by other shareholders will increase relative to your ownership percentage and your voting and other rightsin our company will likewise be diluted-see “Description of Securities” for a description of the voting and liquidationrights of our common stock and preference stock.

May I sell, transfer or assign my subscriptionrights?

No. You may not transfer, sell or assign any ofthe subscription rights distributed to you, except that subscription rights will be transferable by operation of law (e.g., bydeath). The subscription rights are non-transferable and will not be listed on any securities exchange or included in any automated quotationsystem. Therefore, there will be no market for the subscription rights.

The shares of common stock and Series A warrantscomprising the units will be issued separately. Units will not be issued as a separate security and will not be transferable.

Shares of common stock issued upon the exerciseof subscription rights or Series A warrants are expected to be listed on The Nasdaq Capital Market under the symbol “CRTD.”We do not intent to apply to list the Series A warrants for trading on any national securities exchange or other nationally recognizedtrading system. See “The Rights Offering-Transferability- Series A warrants” below.

How do I exercise my subscription rights ifmy shares of common stock are held in my name?

If you hold your shares of common stock in yourname and you wish to participate in this offering, you must deliver a properly completed and duly executed subscription certificate andall other required subscription documents, together with payment of the full subscription price, to the subscription agent before 5:00p.m. (Eastern time) on the expiration date.

If you send an uncertified check, payment willnot be deemed to have been delivered to the subscription agent until the check has cleared. In certain cases, you may be required to providesignature guarantees.

Please follow the delivery instructions on thesubscription certificate. Do not deliver documents to us. You are solely responsible for completing delivery of your subscription certificate,all other required subscription documents and subscription payment to the subscription agent. You should allow sufficient time for deliveryof your subscription materials to the subscription agent so that the subscription agent receives them by 5:00 p.m. (Eastern time) on theexpiration date. See “-To whom should I send my forms and payment?” below.

If you send a payment that is insufficient topurchase the number of units you requested, or if the number of units you requested is not specified in the forms, the payment receivedwill be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received pursuantto your subscription rights. Any payment that is received but not so applied will be refunded to you without interest (subject to therounding of the amount so applied to the nearest whole cent).

What form of payment is required to purchaseunits?

As described in the instructions accompanyingthe subscription certificate, payments submitted to the subscription agent must be made in U.S. dollars. Checks or bank drafts drawn onU.S. banks should be payable to the order of “Continental Stock Transfer & Trust, as Subscription Agent for Creatd, Inc.”Payments by uncertified check will be deemed to have been received upon clearance. Please note that funds paid by uncertified check maytake five or more business days to clear. Accordingly, rights holders who wish to pay the subscription price by means of uncertified checkare urged to make payment sufficiently in advance of the expiration time to ensure that such payment is received and clears by such date.If you hold your shares of common stock in the name of a broker, dealer, custodian bank or other nominee (including any mobile investmentplatform), separate payment instructions may apply. Please contact your nominee, if applicable, for further payment instructions.

How do I exercise my subscription rights ifmy shares of common stock are held in the name of a broker, dealer, custodian bank or other nominee?

If you hold shares of common stock in the nameof a broker, dealer, custodian bank or other nominee (including any mobile investment platform) that uses the services of Depository TrustCompany, then Depository Trust Company will credit two subscription rights to your nominee record holder for (i) each share of commonstock that you beneficially owned as of the record date or (ii) each share of common stock issuable upon conversion of exercise of thePreferred Shares, Eligible Warrants, Eligible Options, and/or Eligible Convertible Notes you held as of the record date. If you are notcontacted by your nominee (including any mobile investment platform), you should contact your nominee as soon as possible.

How soon must I act to exercise my subscriptionrights?

If your shares of common stock are registeredin your name and you elect to exercise any of your subscription rights, the subscription agent must receive your properly completed andduly executed subscription certificate, all other required subscription documents and full subscription payment, including final clearanceof any uncertified check, before 5:00 p.m. (Eastern time) on the expiration date on , 2022. If you hold shares in the name of a broker,dealer, custodian bank or other nominee (including any mobile investment platform), your nominee may establish an earlier deadline beforethe expiration of this offering by which time you must provide the nominee with your instructions and payment to exercise your subscriptionrights.

Although we will make reasonable attempts to providethis prospectus to our shareholders to whom rights are distributed, this offering and all related subscription rights will expire at 5:00p.m. (Eastern time) on the expiration date, whether or not we have been able to locate and deliver this prospectus to you or any othershareholder.

After I exercise my subscription rights, canI change my mind?

No. Once made, all exercises of subscription rightsare irrevocable.

Can this offering be terminated or extended?

Yes. If we terminate this offering, neither wenor the subscription agent will have any obligation with respect to subscription rights that have been exercised except to promptly return,without interest or deduction, any subscription payment the subscription agent received from you. If we were to terminate this offering,any money received from subscribing shareholders would be promptly returned, without interest or deduction, and we would not be obligatedto issue units, shares of common stock, or Series A warrants to rights holders who have exercised their subscription rights prior to termination.

We may extend this offering for one or more additionalperiods in our sole discretion not to exceed 45 days from the initial expirations date. We will announce any extension in a press releaseissued no later than 9:00 a.m. (Eastern time) on the business day after the most recently announced expiration date.

How was the subscription price determined?

The subscription price was set by management andapproved by our board of directors. The factors considered are discussed in “The Rights Offering-Reasons for this Offering”and “Determination of the Subscription Price.”

Has the board of directors made a recommendationto shareholders regarding the exercise of rights under this offering?

No. Our board of directors has not made, nor willit make, any recommendation to shareholders regarding the exercise of subscription rights in this offering. We cannot predict the priceat which shares of our outstanding common stock will trade after this offering. You should make an independent investment decision aboutwhether or not to exercise your subscription rights. Rights holders who exercise subscription rights risk investment loss on new moneyinvested. We cannot assure you that the market price for common stock will remain above the price payable per share of common stock orthe warrant exercise price, or that anyone purchasing units or exercising Series A warrants to purchase shares of common stock at theexercise price will be able to sell those shares in the future at the same price or a higher price. If you do not exercise your subscriptionrights, you will lose any value represented by your subscription rights, and if you do not exercise your rights in full, your percentageownership interest and related rights in our company will be diluted.

By when must I purchase shares of common stockin order to participate in this offering? May I participate in this offering if I sell my common stock after the record date?

The record date for this offering is 5:00 p.m.(Eastern time)     , 2022. If you purchase shares of our common stock and do not settle such purchase by 5:00 p.m. (Eastern time) ,2022, you will not receive subscription rights with respect to such shares. If you own common stock as of the record date, you will receivesubscription rights and may participate in this offering even if you subsequently sell your common stock.

Are there any risks associated with this offering?

Yes. The exercise of your subscription rightsinvolves risks. Exercising your subscription rights involves the purchase of common stock and Series A warrants and should be consideredas carefully as you would consider any other equity investment. Among other things, you should carefully consider the risks describedunder the heading “Risk Factors” in this prospectus and all other information contained in this prospectus.

Will the directors and executive officers participatein this offering?

To the extent they hold common stock as of therecord date or common stock issuable upon conversion or exercise of Preferred Shares, Eligible Warrants and/or Eligible Options, our directorsand executive officers are entitled to participate in this offering on the same terms and conditions applicable to all other rights holders.We expect that each of our directors and executive officers will participate in this offering, although they have not committed to doso.

When will I receive my shares of common stockand Series A warrants?

Holders whose shares are held of record by Cede&Co., the nominee of Depository Trust Company, or by any other depository or nominee on their or their broker-dealers’ behalf willhave any shares of common stock and warrants comprising units they acquire credited to the account of Cede & Co. or such other depositoryor nominee. With respect to all other shareholders, certificates for all shares of common stock and all Series A warrants acquired willbe mailed after payment for all the subscribed securities has cleared, which may take up to 15 business days from the expiration date.

What effects will this offering have on ouroutstanding common stock?

Based on shares of common stock outstanding as ofAugust 25, 2022, if this offering is fully subscribed and the Series A warrants issued in the offering are exercised in full, we willhave 60,361,758 shares of common stock outstanding, representing an increase of 196% in our outstanding shares as of the record date.If you fully exercise your basic rights, your proportional interest in our company will not change. If you exercise only a portion, ornone, of your basic rights, your interest in our company will be diluted and your proportional interest in our company will decrease.

The number of shares of common stock outstandinglisted in each case above assumes that (a) all of the other shares of common stock issued and outstanding on the record date will remainissued and outstanding and owned by the same persons as of the closing of this offering, and (b) we will not issue any shares of commonstock in the period between the record date and the closing of this offering.

How much will we receive from this offering,and how will the proceeds be used?

If this offering is fully subscribed, we estimateour net proceeds from the offering will total approximately $ million, after deducting our estimated offering expenses. We intend to usethe net proceeds for sales and marketing and general working capital purposes.

If my exercise of subscription rights is notvalid or if this offering is not completed, will my subscription payment be refunded to me?

Yes. An escrow agent retained by the subscriptionagent will hold all funds it receives in escrow until the completion or termination of this offering. If your exercise of subscriptionrights is deemed not to be valid or this offering is not completed, all subscription payments received by the subscription agent willbe promptly returned, without interest or deduction, following the expiration of the offering. If you own shares through a nominee (includingany mobile investment platform), it may take longer for you to receive your subscription price repayment because the subscription agentwill return payments through your nominee.

What fees or charges apply if I purchase unitsin this offering?

We are not charging any fee or sales commissionto issue rights to you or, if you exercise any of your subscription rights, to issue units to you. If you exercise your subscription rightsthrough a broker, dealer, custodian bank or other nominee (including any mobile investment platform), you are responsible for paying anyfees your nominee may charge you.

What are the U.S. federal income tax consequencesof exercising my subscription rights?

For U.S. federal income tax purposes, a rightsholder should not recognize income or loss in connection with the receipt or exercise of rights in this offering. You should consult yourtax advisor as to your particular tax consequences resulting from the offering. For a summary of certain U.S. federal income tax consequencesof this offering, see “Material U.S. Federal Income Tax Considerations.”

To whom should I send my forms and payment?

If your shares of common stock are held in thename of a broker, dealer, custodian bank or other nominee (including any mobile investment platform), then you should deliver all requiredsubscription documents and subscription payments pursuant to the instructions provided by your nominee. If your shares of common stockare held in your name, then you should send your subscription certificate, all other required subscription documents and your subscriptionpayment by mail to:

Continental Stock Transfer & Trust
Attn: Corporate Actions
1 State Street, 30th Floor
New York, NY 10004

or by hand delivery or overnight courier to:

Continental Stock Transfer & Trust
Attn: Corporate Actions
1 State Street, 30th Floor
New York, NY 10004

You and, if applicable, your nominee are solelyresponsible for completing delivery to the subscription agent of your subscription certificate, as well as for completing delivery ofall other required subscription documents and your subscription payment. You should allow sufficient time for delivery of your subscriptionmaterials to the subscription agent and for clearance of payments before the expiration of this offering. If you hold your common stockthrough a broker, dealer, custodian bank or other nominee (including any mobile investment platform), your nominee may establish an earlierdeadline before the expiration date of this offering.

Whom should I contact if I have other questions?

If you have any questions regarding this offering,completion of the subscription certificate or any other subscription documents or submitting payment in the offering, please contact D.F.King & Co., Inc., the information agent, by telephone at (212) 269-5550 (bankers and brokers) or (877) 283-0323 (all others) or byemail at creatd@dfking.com.

USE OF PROCEEDS

If this offering is fully subscribed, we estimateour net proceeds from the offering will total approximately $ million, after deducting our estimated offering expenses.  

We intend to use the net proceeds for sales and marketing and generalworking capital purposes. The Company also intends to repay certain outstanding convertible notes, totaling $6,150,000, in the event thatthey do not convert prior to the closing of this offering. These notes mature on 11/30/2022 and bear no interest. Because we cannot currentlyspecify with any certainty the particular uses of a significant portion of our net proceeds, our management will have broad discretionin the application of those net proceeds.

CAPITALIZATION

The table below sets forth our cash and cash equivalentsand capitalization as of June 30, 2022 on an actual basis and on a pro forma basis to reflect our issuance and sale of shares of commonstock, Series A warrants to purchase shares of common stock in this offering and our receipt and application of the proceeds in the amountof approximately $ million from this offering, after deducting our estimated offering expenses. This table should be read in conjunctionwith “Use of Proceeds” above and our consolidated audited and unaudited financial statements and the notes theretoset forth in this prospectus.

The table above excludes:

DILUTION

If you invest in the Company’s common stockin this offering, your ownership interest will be diluted to the extent of the difference between the offering price per share of itscommon stock and the as adjusted net tangible book value per share of its common stock immediately after the offering. Historical nettangible book value per share represents the amount of the Company’s total tangible assets less total liabilities, divided by thenumber of shares of its common stock outstanding.

The historical net tangible book value (deficit)of the Company’s common stock as of June 30, 2022 was approximately $(7,608,175) or $(0.37) per share based upon shares of commonstock outstanding on such date. Historical net tangible book value (deficit) per share represents the amount of its total tangible assetsreduced by the amount of its total liabilities, divided by the total number of shares of common stock outstanding. After giving effectto the Company’s sale of all of the 20,000,000 Units (and the shares of common stock thereunder) offered in this offering ata subscription price of             per Unit after deducting the Company’s estimated offering expenses, the Company’s pro forma as adjustednet tangible book value as of June 30, 2022 would have been          or          per share. This represents an immediate increase in net tangiblebook value of per share to the Company’s existing stockholders, and an immediate dilution in net tangible book value of         per shareto new investors. The following table illustrates this per share dilution: 

A $1.00 increase (decrease) in thesubscription price of         per unit would increase (decrease) the pro forma as adjustednet tangible book value by            per share and increase (decrease) thedilution to new investors by             per share, assuming the numberof shares offered by the Company, as set forth on the cover page of this prospectus, remains the same, and after deducting theestimated expenses payable by the Company. The Company may also increase or decrease the number of units it is offering. An increaseof 100,000 units offered by it would increase the pro forma as adjusted net tangible book value by         per share and increase the dilution to new investors by         per share, assuming the subscription price of             per unit remains the same and after deducting theexpenses payable by the Company. Similarly, a decrease of 100,000 units offered by the Company would decrease the pro forma asadjusted net tangible book value by             per share and decreasethe dilution to new investors by            per share, assuming the subscription price of            per unit remains the same and after deducting theestimated expenses payable by the Company.

The number of shares of common stock outstandingis based on 20,254,839 shares of common stock issued and outstanding as of June 30, 2022, and excludes the following:

MARKET FOR COMMON STOCK AND DIVIDEND POLICY

Our common stock is listed on The Nasdaq CapitalMarket under the symbol “CRTD.” As of August 24, 2022, the last reported sale price of the common stock as reported on The Nasdaq CapitalMarket was $0.645 per share. As of August 25, 2022, there were approximately 374 holders of record of common stock. The actual number of shareholdersis greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in streetname by brokers and other nominees (including any mobile investment platform).

To date, we have not paid cash dividends on ourcommon stock and do not plan to pay such dividends in the foreseeable future. Our board of directors will determine our future dividendpolicy on the basis of many factors, including results of operations, capital requirements, and general business conditions. Dividends,under the Nevada Revised Statutes, may only be paid from our net profits or surplus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis shouldbe read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. In additionto historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions.Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, includingbut not limited to those set forth in “Risk Factors.”

This prospectus and otherreports filed by Creatd, Inc. (the “Company”), from time to time with the SEC (collectively, the “Filings”) containor may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, theCompany’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to placeundue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in theFilings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,”“intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or theCompany’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect tofuture events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’sbusiness, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize,or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,expected, intended, or planned.

Although the Companybelieves that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results,levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States,the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statementsare prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principlesrequire us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which werely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. Theseestimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statementsas well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to theextent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particulartransaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areasin which management’s judgment in selecting any available alternative would not produce a materially different result. The followingdiscussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this prospectus.

We intend for this discussionto provide information that will assist in understanding our financial statements, the changes in certain key items in those financialstatements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financialstatements. This discussion should be read in conjunction with our financial statements and accompanying notes for the year ended December31, 2021, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on April 6, 2022 and the Company’s Quarterly Report on Form 10-Q that was filed with the SEC on August 15, 2022.

Overview

Creatd, Inc. is a companywhose mission is to provide economic opportunities to creators and brands by multiplying the impact of platforms, people, and technology.

We operate four mainbusiness segments, or ‘pillars’: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Together, Creatd’spillars work together to create a flywheel effect, supporting our core vision of creating a viable ecosystem for all stakeholders in thecreator economy.

Creator-Centric Strategy

Our purpose is to empowercreators to prosper through exceptional tools, built-in communities, and opportunities for monetization and audience expansion. This creator-firstapproach is the foundation of our culture and mission, and how we choose to allocate our resources.

Creatd Labs

Creatd Labs is dedicatedto the development of technology products that support the creator economy. This pillar houses Creatd’s proprietary technology platforms,including Creatd’s flagship product, Vocal.

Vocal

Vocal was built to serveas a home base for digital creators. This robust, proprietary technology platform provides best-in-class tools, safe and curated communities,and monetization opportunities that enable creators to find a receptive audience and get rewarded. Creators of all types call Vocal theirhome, from bloggers to social media influencers, to podcasters, founders, musicians, photographers, and more.

Since its initial launchin 2016, Vocal has grown to be one of the fastest-growing communities for content creators of all shapes and sizes. Creators can opt touse Vocal for free, or upgrade to the premium membership tier, Vocal+. Upon joining Vocal, either as a freemium or premium member, creatorscan immediately begin to utilize Vocal’s storytelling tools to create and publish their stories, as well as benefit from Vocal’smonetization features. Creatd facilitates creators’ monetization on Vocal in numerous different ways, including i) by rewardingcreators for each ‘read’ their story receives; ii) via Vocal Challenges, or writing contests through which creators can wincash and other rewards; iii) by awarding Bonuses; iv) by connecting creators with brands for opportunities to collaborate on Vocal forBrands branded content campaigns; v) through ’Subscribe,’ which enables creators to receive payment directly from their audiencevia monthly subscriptions and one-off microtransactions; vi) via Vocal’s Ambassador Program, which enables creators to receive additionalrewards whenever they refer a new Vocal+ member.

In July 2022, Creatd released the first iteration of the new Vocalapp for iOS, giving its premium Vocal+ members exclusive first access to the app ahead of its full release, and then launched the appin full in mid-August 2022. The app, which was designed based on Vocal audience insights, is focused on optimizing Vocal’s readership;the app works to increase audience’s ability to easily discover curated stories, thereby widening creators' distribution of content,and opening up new opportunities for monetization to creators. 

Vocal+

Vocal+ is Vocal’spremium membership program. Subscribers pay a membership fee to access additional premium features on the platform, including: a higherrate of earnings per read, reduced platform processing fees on tips received, eligibility to participate in exclusive Vocal+ Challenges,access to Vocal’s ‘Quick Edit’ feature for published stories, and more. The current cost of a Vocal+ membership is either$9.99 per month or $99 annually.

Moderation and Compliance

One of the key differentiatingfactors between Vocal and most other user-generated content platforms is the fact that each story submitted to Vocal is run through theCompany’s proprietary moderation process before it goes live on the platform. The decision to implement moderation into the submissionprocess was in direct response to the rise of misinformation and bad actors on many social platforms. In response to these inherent pitfallswithin the content landscape, Vocal’s proprietary moderation system combines the algorithmic detection of copyrighted material,hate speech, graphic violence, and nudity, and human-led curation to ensure the quality and safety of each story published on Vocal, thusfostering a safe and trustworthy environment for creators, audiences, and brands. During the second quarter 2022, Creatd announced Vocal’snew integration partnership with Two Hat, a Microsoft acquiree and a leading provider of AI-assisted content moderation and protectionsolutions for digital communities. Through the partnership, the Company further updated its proprietary moderation technology, with theaim of ensuring that the Vocal platform remains a safe place for its creators, brand partners, and audiences.

Trust and safety areparamount to the Vocal ecosystem. We follow best practices when handling personally identifiable information, with guidance from the EuropeanUnion’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Digital Millennium CopyrightAct (DMCA).

Platform Compliance Policiesinclude:

Technology Development

Vocal’s proprietarytechnology is built on Keystone, the same underlying open-source framework used by industry leaders such as Atlassian, a $43-billion Australiantechnology company. Some of the key differentiating elements of Vocal’s technology are speed, sustainability, and scalability. TheCompany continues to invest heavily in research and development to continuously improve and innovate its platform, with the goal of optimizingthe user experience for creators.

Additionally, the Vocalplatform and its underlying technology allow us to maintain an advantageous capital-light infrastructure. By using cloud service providers,we are able to focus on platform and revenue growth rather than building and maintaining the costly internal infrastructures that havematerially affected so many legacy media platforms.

Vocal’s technologyhas been specifically designed and built to scale without a material corresponding increase in operational costs. While our users canembed rich media, such as video, audio, and product links, into their Vocal stories, the rich media content is hosted elsewhere (suchas YouTube, Instagram, Vimeo, Shopify, Spotify, etc.). Thus, our platform can accommodate rich media content of all kinds without bearingthe financial or operational costs associated with hosting the rich media itself. In addition to the benefits this framework affords tothe Company, it provides the additional benefit to our content creators, in that a creator can increase their monetization; for example,a creator can embed their YouTube video into a Vocal story and thus derive earnings from both platforms when their video is viewed.

Creatd Partners

Creatd Partners housesthe Company’s agency businesses, with the goal of fostering partnerships between creators and brands. Creatd Partners’ offeringsinclude: Vocal for Brands (content marketing), WHE Agency (influencer marketing), and Seller’s Choice (performance marketing).

Vocal for Brands

All brands have a storyto tell, and we leverage Vocal’s creator community to help them tell it. Vocal for Brands, Creatd’s content marketing studio,specializes in pairing leading brands with Vocal creators as well as WHE influencers to produce marketing campaigns that are non-interruptive,engaging, and direct-response driven. Additionally, brands can opt to collaborate with Vocal on a sponsored Challenge, prompting the creationof high-quality stories that are centered around the brand’s mission and further disseminated through creators’ respectivesocial channels and promotional outlets. All Vocal for Brands campaigns leverage Vocal’s first-party audience insights, which enablesthe creation of highly targeted and segmented audiences and optimized campaign results.

WHE Agency

The WHE Agency (“WHE”),acquired by Creatd in 2021, was founded with the goal of supporting top creators and influencers, by connecting them with leading brandsand global audiences. Today, WHE manages a talent roster comprising over 100 creators across numerous verticals, including family andlifestyle, music, entertainment, and celebrity categories. Since acquiring WHE, the Company has helped WHE expand into new verticals,as well as facilitated partnerships on influencers’ behalf with leading brands including CBS, Amazon, Target, Disney, Warby Parker,CVS, Kay Jewelers, Walmart, Gerber, Masterclass, Procter & Gamble, Nike, and NFL, among others.

Seller’sChoice

Seller’s Choiceis Creatd Partners’ performance marketing agency specializing in DTC (direct-to-consumer) and e-commerce clientele. Seller’sChoice provides direct-to-consumer brands with design, development, strategy, and sales optimization services.

Creatd Ventures

Creatd Ventures housesCreatd’s portfolio of e-commerce businesses, both majority and minority-owned as well as associated e-commerce technology and infrastructure.The Company supports founders by providing capital, as well as a host of services including design and development, marketing and distribution,and go-to-market strategy. While working to scale Creatd Ventures’ existing portfolio brands, including through the introductionof new product offerings, Creatd continues to actively explore new potential additions to the Creatd Ventures portfolio. Specifically,the Company expects to broaden Creatd Ventures’ portfolio through the acquisition of brands that are aligned and that can be easilyconsolidated into its supply chain and infrastructure.  

Currently, the CreatdVentures portfolio includes:

Creatd Studios

The goal of Creatd Studiosis to partner with creators to produce stories for TV, film, podcasts, and print. With millions of compelling stories in its midst, Creatd’sVocal technology surfaces the best candidates for transmedia adaptations, through a deep analysis of community, creator, and audienceinsights. Then, Creatd Studios helps creators tell their existing stories in new ways, by partnering them with entertainment and publishingstudios to create unique content experiences that accelerate earnings, discoverability, and foster new opportunities. 

“WriteHere, Write Now,” the Company’s first-ever podcast showcasing select Vocal creators and stories; a partnership with UK-basedpublisher, Unbound, for the publication of books featuring stories sourced from Vocal; the formation of a new graphic novel developmentarm which in Fall 2022 will release its first title, Steam Wars, created by artist and independent filmmaker Larry Blamire.

Application of First-PartyData

Creatd’s businessintelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical data harnessedfrom the Vocal platform. The team’s ability to apply its proprietary first-party data works to reduce acquisition costs for newcreators and to help provide brands with conversions and an ideal targeted audience. In this way, our ability to apply first-party datais one of the value-drivers for the Company across its four business pillars.

Importantly, we do notsell the collected data, that being a common monetization opportunity for many other businesses. Instead, we use our collected first partydata for the purposes of bettering the platform. Specifically, our data helps us understand the behaviors and attributes that are commonamong the creators, brands, and audiences within our ecosystem. We then pair our first-party Vocal data with third-party data from distributionplatforms such as Facebook and Snapchat to provide a more granular profile of our creators, brands, and audiences.

It is through generatingthis valuable first-party data that we can continually enrich and refine our targeting capabilities for branded content promotion andcreator acquisition, and specifically, to reduce our creator acquisition costs (CAC) and subscriber acquisition costs (SAC).

Competition

The idea for Vocal cameas a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its operationalinfrastructures. The depreciating value of digital media business models built on legacy technology platforms created a unique opportunityfor the development of a creator-centric platform that could appeal to a global community and, at the same time, be capable of acquiringundervalued complimentary technology assets.

Creatd’s foundersbuilt the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficienciescould create a sustainable and defensible business model. Vocal was strategically developed to provide value for content creators, readers,and brands, and to serve as a home for the ever-increasing amount of digital content being produced and the libraries of digital assetslying dormant.

Vocal is most commonlydiscussed as a combination of:

Creatd does not viewVocal as a substitute or competitor to segment-specific content platforms, such as Vimeo, YouTube, Instagram, Pinterest, TikTok, Spotify,or SoundCloud. We don’t want to replace anyone; we built Vocal to be accretive to the entire digital ecosystem. In fact, one ofthe most powerful components of our technology is the fact that Vocal makes it easy for creators to embed their existing published content,including videos, songs, podcasts, photographs, and more, directly into Vocal. We see this as a growth opportunity by building partnershipswith the world’s greatest technology companies and to further spread our roots deeper into the digital landscape

Acquisition Strategy

Creatd’s hybridfinance and design culture is key to its acquisition strategy. Acquisition targets are companies that meet a set of opportunistic or financialstandards or that are part of specific digital environments that are accretive and can seamlessly integrate into Creatd’s existingrevenue lines. Creatd will continue to make strategic acquisitions when presented with opportunities that are in the interest of shareholdervalue.

Recent Developments  

Resignation of Chief Executive Officer andDirector

On August 9, 2022, Laurie Weisberg, the Company’sChief Executive Officer and a member of the Board, notified the Company of her intention to resign from the positions of Chief ExecutiveOfficer, director, and any other positions held with the Company or any of its subsidiaries, regardless of whether Ms. Weisberg had beenappointed. Such resignations are to become effective on a date to be determined following further discussion with the Board, but in noevent later than August 31, 2022.

Appointment of Chief Executive Officer

Effective upon Ms. Weisberg’s resignationas Chief Executive Officer, Jeremy Frommer, currently the Company’s Executive Chairman, will be appointed as Chief Executive Officer,pursuant to the Board’s approval.

Jeremy Frommer

Mr. Frommer was appointed Executive Chairman inFebruary 2022 and has been a member of our board of directors since February 2016. Previously, he served as our Chief Executive Officerfrom February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022. Mr. Frommer has over 20 years ofexperience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in the investment banking and tradingdivisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until beginning concept formation for JerrickVentures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director of Global Prime Services at RBC CapitalMarkets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of CarlinFinancial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive Officer of Carlin Financial Groupafter the sale of NextGen Trading, a software development company focused on building equity trading platforms. From 2002 to 2004, Mr.Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing Director of Merger Arbitrage Tradingat Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve on our board of directors due to hisfinancial and leadership experience.

Appointment of Director

Effective upon Ms. Weisberg’s resignationas a director, Justin Maury, currently the Company’s President and Chief Operating Officer, will be appointed to the Board, pursuantto the Board’s approval.

Justin Maury

Mr. Maury has served as our President since January2019 and was appointed Chief Operating Officer in August 2021. A full-stack designer and product developer by training, Mr. Maury partneredwith Jeremy Frommer and founded the Company in 2013, having brought with him 10 years of experience in the creative industry. Since joiningCreatd in 2013, Mr. Maury has been an instrumental force in the Company’s business and revenue expansion, and has overseen the Company’sproduct development since inception, including overseeing the design, development, launch, and ongoing growth of the Company’s flagshipproduct, Vocal, the innovative creator that, under Mr. Maury’s leadership, has grown to a community of over 1.5 million users witha total audience reach of over 175 million.

As a director, we believe Mr. Maury will add considerablevalue, including through by providing a unique perspective into Creatd’s product performance and evolution and by providing invaluabledirect input to help guide the Company’s ongoing refinement of its technology roadmap and maturation of its business model.

Trigger of Price Reset

On July 29, 2022, theCompany announced that it was not moving forward with its previously announced Rights Offering. In doing so, it triggered a price resetin the July 2022 Financing and the May 2022 Securities Purchase Agreement. As a result of this price reset, the May 2022 Securities PurchaseAgreement debentures now have a conversion price of $1.00, and both the Series C and Series D warrants have exercise prices of $0.96.As a result of the price reset, the July 2022 Financing debentures now have a conversion price of $1.25, and both the Series E and SeriesF warrants have exercise prices of $1.01.

July 2022 Financing

On July 25, 2022 (the“Effective Date”), the Company entered into and closed securities purchase agreements (each, a “Purchase Agreement”)with five accredited investors (the “Investors”), whereby the Investors purchased from the Company for an aggregate of $1,935,019in subscription amount (i) debentures in the principal amount of $2,150,000 (the “Debentures”); (ii) 1,075,000 Series E CommonStock Purchase Warrants to purchase shares of the Common Stock (the “Series E Warrants”); and (iii) 1,075,000 Series F CommonStock Purchase Warrants to purchase shares of Common Stock (the “Series F Warrants”, and collectively with the Series E Warrants,the “Warrants”). The Company and the Investors also entered into registration rights agreements (each, a “RegistrationRights Agreement”) pursuant to the Purchase Agreement.

The Debentures have anoriginal issue discount of 10%, have a maturity date of November 30, 2022, may be extended by six months at the Company’s optionsubject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustmentupon certain events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering (as defined therein),with such adjusted conversion price not to be lower than $1.25.

The Warrants are immediatelyexercisable for a term of five years until July 25, 2027. The Series E Warrants are exercisable at an exercise price of $3.00, subjectto adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, withsuch adjusted exercise price not to be lower than $1.01. The Series F Warrants are exercisable at an exercise price of $6.00 subject toadjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with suchadjusted exercise price not to be lower than $1.01. The Warrants provide for cashless exercise to the extent that there is no registrationstatement available for the underlying shares of Common Stock. The shares underlying the Debentures, the Series E Warrants and the SeriesF Warrants are to be registered within 90 days of the Effective Date.

The representations andwarranties contained in the Purchase Agreement were made by the parties to, and solely for the benefit of, the other in the context ofall of the terms and conditions of the Purchase Agreement and in the context of the specific relationship between the parties. The provisionsof the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party otherthan the parties to the Purchase Agreement. The Purchase Agreement is not intended for investors and the public to obtain factual informationabout the current state of affairs of the parties.

Additionally, in connectionwith the Purchase Agreements, the subsidiaries of the Company delivered a guarantee (the “Guarantee”) in favor of the Investorswhereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the Purchase Agreement.

Nasdaq - ContinuedListing

On March 1, 2022, theCompany received a letter from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchangehas determined to delist the Company’s common stock from the Exchange based on the Company’s Market Value of Listed Securitiesfor the 30-consecutive day period between January 15, 2022 and February 25, 2022 falling short of the requirements under Listing Rule5550(b)(2) (the “Rule”). Although a 180-day period is typically allowed for an issuer to regain compliance, the Company wasnot eligible to use such compliance period, as the Exchange had instituted a Panel Monitor through March 9, 2022.

The Company pursued anappeal to the Nasdaq Hearings Panel (the “Panel”) of such determination, in accordance with the Exchange’s rules and,pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delistingfiling was stayed pending the Panel’s decision.

On April 22, 2022, theExchange notified the Company that the Panel has determined to continue the listing of the Company on the Exchange, subject to the followingconditions: (i) on or before May 16, 2022, the Company will file its Quarterly Report on Form 10-Q for the period ended March 31, 2022demonstrating compliance with Nasdaq Listing Rule 550(b)(1) requiring shareholders’ equity of $2.5 million and (ii) on or beforeAugust 29, 2022, the Company will file a Form 8-K documenting the successful completion of any fund-raising activity that has taken placesince April 14, 2022 and the Company’s long-term compliance with the continued listing requirements of the Nasdaq Capital Market.

The Panel has advisedthat August 29, 2022 represents the full extent of the Panel’s discretion to grant continued listing during the time the Companyis non-compliant and should the Company fail to demonstrate compliance by such date, the Panel will issue a final delist determinationand the Company will be suspended from trading on the Exchange.

Securities PurchaseAgreement

On May 31, 2022, theCompany entered into and closed securities purchase agreements (each, a “Purchase Agreement”) with eight accredited investors(the “Investors”), whereby the Investors purchased from the Company for an aggregate of $3,600,036 in subscription amount(i) debentures in the principal amount of $4,000,000 (the “Debentures”); (ii) 2,000,000 Series C Common Stock Purchase Warrantsto purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “SeriesC Warrants”); and (iii) 2,000,000 Series D Common Stock Purchase Warrants to purchase shares of Common Stock (the “SeriesD Warrants”, and collectively with the Series C Warrants, the “Warrants”). The Company and the Investors also enteredinto registration rights agreements (each, a “Registration Rights Agreement”) pursuant to the Purchase Agreement.

The Debentures have anoriginal issue discount of 10%, have a term of six months with a maturity date of November 30, 2022, may be extended by six months atthe Company’s option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $2.00per share, subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the RightsOffering (as defined therein), with such adjusted conversion price not to be lower than $1.00.

The Warrants are exercisablefor a term of five years from the initial exercise date of November 30, 2022, until November 30, 2027. The Series C Warrants are exercisableat an exercise price of $3.00, subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stockoffered in the Rights Offering, with such adjusted exercise price not to be lower than $0.96. The Series D Warrants are exercisable atan exercise price of $6.00 subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stockoffered in the Rights Offering, with such adjusted exercise price not to be lower than $0.96. The Warrants provide for cashless exerciseto the extent that there is no registration statement available for the underlying shares of Common Stock. The shares underlying the Debentures,the Series C Warrants and the Series D Warrants are to be registered within 90 days of the Effective Date.

Additionally, in connectionwith the Purchase Agreements, the subsidiaries of the Company delivered a guarantee (the “Guarantee”) in favor of the Investorswhereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the PurchaseAgreement.

The Debentures, Warrants,Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, butqualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registrationfor private placements based in part on the representations made by Investors, including representations with respect to each Investor’sstatus as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor’s investment intent.

Results of Operations

Liquidity and CapitalResources

The following table summarizestotal current assets, liabilities and working capital at June 30, 2022 compared to December 31, 2021:

At June 30, 2022,we had a working capital deficit of $6,896,184 as compared to a working capital deficit of $945,773 at December 31, 2021, anincrease in working capital deficit of $5,950,411. The increase is primarily attributable to a reduction in cash, prepaid expensesand other current assets, an increase in accounts payable and notes payable, as well as an increase in deferred revenue resultingprimarily from an increase in Vocal+ customers opting for annual subscriptions, whose revenues are amortized over a 12-month period.This was offset by an increase in accounts receivable.

On January 30, 2020,the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern”and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus includerestrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financialmarkets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditionswill last and what the complete financial impact will be to the Company, capital raising efforts and our operations may be negativelyaffected.

Net Cash

Net cash used in operatingactivities for the six months ended June 30, 2022, and 2021, was $(10,620,156) and $(10,996,578), respectively. The net loss for the sixmonths ended June 30, 2022, and 2021 was $(15,585,986) and $(15,205,713), respectively. The decrease in net cash used in operating activitiesreflects a decrease in cash paid for marketing expenditures, research and development, legal fees, and accounting & audit fees. 

Net cash used in investingactivities for the six months ended June 30, 2022, was $367,240. This is primarily attributable to the purchase of digital assets, includingMetaverse plots in Decentraland, the OG Gallery NFT portfolio and cryptocurrencies Ethereum, Polygon and Mana, as well as physical propertyand equipment.

Net cash provided byfinancing activities for the six months ended June 30, 2022, and 2021 was $8,778,934 and $5,967,733, respectively. During the six monthsended June 30, 2022, the Company’s operations were predominantly financed by net proceeds of $4,997,301 from the sale of commonstock and warrants and $5,152,350 from the proceeds of notes payable, which were partially offset by the repayments of notes payable.Similarly, the Company’s financing activity for the six months ended June 30, 2021, generated $1,312,672 from the exercises of warrants,the proceeds of which were partially offset by repayment of notes of $1,218,718.

Summary of Statementsof Operations for the Three Months Ended June 30, 2022, and 2021:

Revenue

Revenue totaled $1,625,901for the three months ended June 30, 2022, as compared to $970,857 for the comparable three months ended June 30, 2021, an increase of$655,044. The 67% increase in revenue is attributable to the steady growth of Creatd Partners (influencer and content marketing) whichincreased 19% year-over-year, as well as Creatd Ventures (e-Commerce), which generated sales totaling $634,966 across its portfolio ofCPG brands, including Basis, which the Company acquired in the previous quarter, and continues to demonstrate revenue momentum. This growthwas offset by a decrease in total revenues generated from Creatd Labs (Vocal and technology development), which comes as a result of theCompany’s strategic shift in Vocal+ marketing toward driving annual versyus monthly subscriptions, with annual subscriptions beingamortized over a 12-month period; the Company’s efforts continue to result in a steady increase in annual subscriptions. Going forward,the Company anticipates continued momentum as Creatd Ventures continues to grow sales and introduce new product SKUs for its portfolioof brands, continues to expand its retail and wholesale distribution partnerships, and completes additional direct-to-consumer brand acquisitions;as Creatd Partners expands its influencer and content marketing offerings and methodically increases its average revenue per brand campaign;as Creatd Labs increases conversion from freemium to Vocal+ subscriptions, supported by the recent launch of the new Vocal app as wellas the introduction of new and upcoming Vocal features aimed at increasing creator audience growth, engagement, and monetization. In addition,during 2022, Creatd anticipates its first material revenue contribution from its fourth business segment Creatd Studios (Transmedia production).  

Cost of Revenue

Cost of revenue for thethree months ended June 30, 2022, were $1,794,419 as compared to $731,309 for the three months ended June 30, 2021. The increase of $1,063,110in cost of revenue is related to an increase in payouts to Vocal creators, whose earnings are generated through content reads, winningChallenges, and other means. Additionally, the increase in cost of revenue is correlated with continued growth within the Creatd Venturesbusiness segment, including sales growth for existing brands as well as the acquisition and integration of additional brands, which resultsin increases in inventory-related and other costs. Going forward, the Company expects the gross margin to continue to improve over timeas Creatd Ventures continues to consolidate operations across its portfolio of e-commerce brands and, more broadly, as the Company continuesto grow and scale a self-sustaining, organically driven revenue model across its business segments.

Operating Expenses

Operating expenses forthe three months ended June 30, 2022, were $7,824,906 as compared to $8,620,343 for the three months ended June 30, 2021. The decreaseof $795,437 in operating expenses is primarily attributable to the Company’s decrease in marketing expenses. This was offset byan increase in research and development, stock-based compensation, and general and administrative accounts, including office rent, employeecompensation and productivity enhancing software & tools.

During the second quarterof 2022, the company’s non-cash charges totaled $2,814,980, a $457,798 increase from second quarter 2021. This increase primarilyrepresents an increase in stock-based compensation to employees and consultants during the quarter. 

The Company expects expendituresto decrease over coming quarters, as the Company continues to optimize and reduce its marketing expenditure and scrutinize many of thecontributing expenses within G&A. Already, the Company has, subsequent to the second quarter, taken steps to reduce headcount materiallyto gain efficiencies, integrate acquired operations, reduce future expenses and other market factors.

Loss from Operations

Loss from operationsfor the three months ended June 30, 2022, was $7,993,424 as compared to $8,380,795 for the three months ended June 30, 2021. The $387,371decrease in the loss from operations this quarter primarily reflects the decrease from total operating expenses. This was offset by thedecrease from gross loss.

Other Income and(Expenses)

Other income (expenses)for the three months ended June 30, 2022, were $(711,514) as compared to $(181,681) for the three months ended June 30, 2021. The increasein second quarter 2022 other income was predominantly due to the increase in accretion of debt discount and issuance cost and a decreasefrom the gain on extinguishment of debt. This was offset by a decrease in interest expense and impairment of investment.

Net Loss

Net loss for the threemonths ended June 30, 2022, was $8,704,938, as compared to a net loss of $8,562,476 for the three months ended June 30, 2021.

Net loss attributableto common shareholders for the three months ended June 30, 2022, was $8,337,066, or loss per share of $0.41, as compared to a net lossattributable to common shareholders of $8,972,794, or loss per share of $0.81, for the three months ended June 30, 2021.

Summary of Statementsof Operations for the Six Months Ended June 30, 2022, and 2021:

Revenue

Revenue totaled $2,974,639for the six months ended June 30, 2022, as compared to $1,714,770 for the comparable six months ended June 30, 2021, an increase of $1,259,869.The 73% year-over-year increase in revenue is attributable to overall growth across the Company’s business segments, including growthin creator subscriptions, e-commerce sales, and brand and influencer marketing partnerships.

Cost of Revenue

Cost of revenue for thesix months ended June 30, 2022, were $3,366,589 as compared to $1,940,715 for the six months ended June 30, 2021. The increase of $1,425,874in cost of revenue is related to an increase in challenge- and read-related payouts to Vocal creators, as well as Company’s first-quarter2022 acquisition of Basis and an increase in inventory related cost of revenues correlating with revenue growth within Ventures. The Companyexpects the gross margin to continue to improve over time as it continues to grow and improve upon a self-sustaining, organically drivenrevenue model across its business segments.

Operating Expenses

Operating expenses forthe six months ended June 30, 2022, were $14,610,758 as compared to $14,100,847 for the six months ended June 30, 2021. The increase of$509,911 in operating expenses is mainly related to an increase in general and administrative expenses, including office rent, traveland entertainment, software and tools, and compensation. This increase was partially offset by a decrease in marketing expenses. The Companyexpects expenditures to decrease as the Company normalizes its marketing costs and scrutinizes many of the contributing expenses withinG&A.

Loss from Operations

Loss from operationsfor the six months ended June 30, 2022, was $15,002,708 as compared to $14,326,792 for the six months ended June 30, 2021. The $675,916increase in the loss from operations primarily reflects an increase in general and administrative expenses, including office rent, traveland entertainment, software and tools, and compensation, as well as a decrease in gross margin. Going forward, the Company expects theloss from operations to decrease as revenues continue to increase and expenses achieve normalcy levels.

Other Income and(Expenses)

Other income (expenses)for the six months ended June 30, 2022, were $(583,278) as compared to $(878,921) for the six months ended June 30, 2021. The decreasein other income was predominantly due to a decrease in interest expense, accretion of debt discount and issuance cost, derivative expense,market to market of derivative liability, and Impairment of investment. This was offset by a decrease in gain on forgiveness of debt andgain on settlement of vendor liabilities.

Net Loss

Net loss for the sixmonths ended June 30, 2022, was $15,585,986, as compared to a net loss of $15,205,713 for the six months ended June 30, 2021.

Net loss attributableto common shareholders for the six months ended June 30, 2022, was $14,681,956, or loss per share of $0.77, as compared to a net lossattributable to common shareholders of $15,616,031, or loss per share of $1.49, for the six months ended June 30, 2021.

Off-Balance SheetArrangements

As of June 30, 2022,we had no off-balance sheet arrangements.

Significant AccountingPolicies

Our significant accountingpolicies are described in Note 2 of the Financial Statements. If we complete an acquisition, we will be required to make estimates andassumptions typical of other companies. For example, we will be required to make critical accounting estimates related to valuation andaccounting for business combinations. The estimates will require us to rely upon assumptions that were highly uncertain at the time theaccounting estimates are made, and changes in them are reasonably likely to occur from period to period. Changes in estimates used inthese and other items could have a material impact on our financial statements in the future. Our estimates will be based on our experienceand our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differsignificantly from our estimates. For detailed information regarding our critical accounting policies and estimates, see our financialstatements and notes thereto included in this Report and in our Annual Report on Form 10-K for the year ended December 31, 2021. Therehave been no material changes to our critical accounting policies and estimates from those disclosed in our most recent Annual Reporton Form 10-K.

BUSINESS

Overview

Creatd, Inc. is a companywhose mission is to provide economic opportunities to creators and brands by multiplying the impact of platforms, people, and technology.

We operate four mainbusiness segments, or ‘pillars’: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Together, Creatd’spillars work together to create a flywheel effect, supporting our core vision of creating a viable ecosystem for all stakeholders in thecreator economy.

Creator-Centric Strategy

Our purpose is to empowercreators to prosper through exceptional tools, built-in communities, and opportunities for monetization and audience expansion. This creator-firstapproach is the foundation of our culture and mission, and how we choose to allocate our resources.

Creatd Labs

Creatd Labs is dedicatedto the development of technology products that support the creator economy. This pillar houses Creatd’s proprietary technology platforms,including Creatd’s flagship product, Vocal.

Vocal

Vocal was built to serveas a home base for digital creators. This robust, proprietary technology platform provides best-in-class tools, safe and curated communities,and monetization opportunities that enable creators to find a receptive audience and get rewarded. Creators of all types call Vocal theirhome, from bloggers to social media influencers, to podcasters, founders, musicians, photographers, and more.

Since its initial launchin 2016, Vocal has grown to be one of the fastest-growing communities for content creators of all shapes and sizes. Creators can opt touse Vocal for free, or upgrade to the premium membership tier, Vocal+. Upon joining Vocal, either as a freemium or premium member, creatorscan immediately begin to utilize Vocal’s storytelling tools to create and publish their stories, as well as benefit from Vocal’smonetization features. Creatd facilitates creators’ monetization on Vocal in numerous different ways, including i) by rewardingcreators for each ‘read’ their story receives; ii) via Vocal Challenges, or writing contests through which creators can wincash and other rewards; iii) by awarding Bonuses; iv) by connecting creators with brands for opportunities to collaborate on Vocal forBrands branded content campaigns; v) through ‘Subscribe,’ which enables creators to receive payment directly from their audiencevia monthly subscriptions and one-off microtransactions; vi) via Vocal’s Ambassador Program, which enables creators to receive additionalrewards whenever they refer a new Vocal+ member.

In July 2022, Creatdreleased the first iteration of the new Vocal app for iOS, giving its premium Vocal+ members exclusive first access to the app ahead ofits full release, expected in mid-August 2022. The app, which was designed based on Vocal audience insights, is focused on optimizingVocal’s readership; the app works to increase audience’s ability to easily discover curated stories, thereby widening creators'distribution of content, and opening up new opportunities for monetization to creators. 

Vocal+

Vocal+ is Vocal’spremium membership program. Subscribers pay a membership fee to access additional premium features on the platform, including: a higherrate of earnings per read, reduced platform processing fees on tips received, eligibility to participate in exclusive Vocal+ Challenges,access to Vocal’s ‘Quick Edit’ feature for published stories, and more. The current cost of a Vocal+ membership is either$9.99 per month or $99 annually.

Moderation and Compliance

One of the key differentiatingfactors between Vocal and most other user-generated content platforms is the fact that each story submitted to Vocal is run through theCompany’s proprietary moderation process before it goes live on the platform. The decision to implement moderation into the submissionprocess was in direct response to the rise of misinformation and bad actors on many social platforms. In response to these inherent pitfallswithin the content landscape, Vocal’s proprietary moderation system combines the algorithmic detection of copyrighted material,hate speech, graphic violence, and nudity, and human-led curation to ensure the quality and safety of each story published on Vocal, thusfostering a safe and trustworthy environment for creators, audiences, and brands. During the second quarter 2022, Creatd announced Vocal’snew integration partnership with Two Hat, a Microsoft acquiree and a leading provider of AI-assisted content moderation and protectionsolutions for digital communities. Through the partnership, the Company further updated its proprietary moderation technology, with theaim of ensuring that the Vocal platform remains a safe place for its creators, brand partners, and audiences.

Trust and safety areparamount to the Vocal ecosystem. We follow best practices when handling personally identifiable information, with guidance from the EuropeanUnion’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Digital Millennium CopyrightAct (DMCA).

Platform Compliance Policiesinclude:

Technology Development

Vocal’s proprietarytechnology is built on Keystone, the same underlying open-source framework used by industry leaders such as Atlassian, a $43-billion Australiantechnology company. Some of the key differentiating elements of Vocal’s technology are speed, sustainability, and scalability. TheCompany continues to invest heavily in research and development to continuously improve and innovate its platform, with the goal of optimizingthe user experience for creators.

Additionally, the Vocalplatform and its underlying technology allow us to maintain an advantageous capital-light infrastructure. By using cloud service providers,we are able to focus on platform and revenue growth rather than building and maintaining the costly internal infrastructures that havematerially affected so many legacy media platforms.

Vocal’s technologyhas been specifically designed and built to scale without a material corresponding increase in operational costs. While our users canembed rich media, such as video, audio, and product links, into their Vocal stories, the rich media content is hosted elsewhere (suchas YouTube, Instagram, Vimeo, Shopify, Spotify, etc.). Thus, our platform can accommodate rich media content of all kinds without bearingthe financial or operational costs associated with hosting the rich media itself. In addition to the benefits this framework affords tothe Company, it provides the additional benefit to our content creators, in that a creator can increase their monetization; for example,a creator can embed their YouTube video into a Vocal story and thus derive earnings from both platforms when their video is viewed.

Creatd Partners

Creatd Partners housesthe Company’s agency businesses, with the goal of fostering partnerships between creators and brands. Creatd Partners’ offeringsinclude: Vocal for Brands (content marketing), WHE Agency (influencer marketing), and Seller’s Choice (performance marketing).

Vocal for Brands

All brands have a storyto tell, and we leverage Vocal’s creator community to help them tell it. Vocal for Brands, Creatd’s content marketing studio,specializes in pairing leading brands with Vocal creators as well as WHE influencers to produce marketing campaigns that are non-interruptive,engaging, and direct-response driven. Additionally, brands can opt to collaborate with Vocal on a sponsored Challenge, prompting the creationof high-quality stories that are centered around the brand’s mission and further disseminated through creators’ respectivesocial channels and promotional outlets. All Vocal for Brands campaigns leverage Vocal’s first-party audience insights, which enablesthe creation of highly targeted and segmented audiences and optimized campaign results.

WHE Agency

The WHE Agency (“WHE”),acquired by Creatd in 2021, was founded with the goal of supporting top creators and influencers, by connecting them with leading brandsand global audiences. Today, WHE manages a talent roster comprising over 100 creators across numerous verticals, including family andlifestyle, music, entertainment, and celebrity categories. Since acquiring WHE, the Company has helped WHE expand into new verticals,as well as facilitated partnerships on influencers’ behalf with leading brands including CBS, Amazon, Target, Disney, Warby Parker,CVS, Kay Jewelers, Walmart, Gerber, Masterclass, Procter & Gamble, Nike, and NFL, among others.

Seller’sChoice

Seller’s Choiceis Creatd Partners’ performance marketing agency specializing in DTC (direct-to-consumer) and e-commerce clientele. Seller’sChoice provides direct-to-consumer brands with design, development, strategy, and sales optimization services.

Creatd Ventures

Creatd Ventures housesCreatd’s portfolio of e-commerce businesses, both majority and minority-owned as well as associated e-commerce technology and infrastructure.The Company supports founders by providing capital, as well as a host of services including design and development, marketing and distribution,and go-to-market strategy. While working to scale Creatd Ventures’ existing portfolio brands, including through the introductionof new product offerings, Creatd continues to actively explore new potential additions to the Creatd Ventures portfolio. Specifically,the Company expects to broaden Creatd Ventures’ portfolio through the acquisition of brands that are aligned and that can be easilyconsolidated into its supply chain and infrastructure.  

Currently, the CreatdVentures portfolio includes:

Creatd Studios

The goal of Creatd Studiosis to partner with creators to produce stories for TV, film, podcasts, and print. With millions of compelling stories in its midst, Creatd’sVocal technology surfaces the best candidates for transmedia adaptations, through a deep analysis of community, creator, and audienceinsights. Then, Creatd Studios helps creators tell their existing stories in new ways, by partnering them with entertainment and publishingstudios to create unique content experiences that accelerate earnings, discoverability, and foster new opportunities. 

“WriteHere, Write Now,” the Company’s first-ever podcast showcasing select Vocal creators and stories; a partnership with UK-basedpublisher, Unbound, for the publication of books featuring stories sourced from Vocal; the formation of a new graphic novel developmentarm which in Fall 2022 will release its first title, Steam Wars, created by artist and independent filmmaker Larry Blamire.

Application of First-PartyData

Creatd’s businessintelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical data harnessedfrom the Vocal platform. The team’s ability to apply its proprietary first-party data works to reduce acquisition costs for newcreators and to help provide brands with conversions and an ideal targeted audience. In this way, our ability to apply first-party datais one of the value-drivers for the Company across its four business pillars.

Importantly, we do notsell the collected data, that being a common monetization opportunity for many other businesses. Instead, we use our collected first partydata for the purposes of bettering the platform. Specifically, our data helps us understand the behaviors and attributes that are commonamong the creators, brands, and audiences within our ecosystem. We then pair our first-party Vocal data with third-party data from distributionplatforms such as Facebook and Snapchat to provide a more granular profile of our creators, brands, and audiences.

It is through generatingthis valuable first-party data that we can continually enrich and refine our targeting capabilities for branded content promotion andcreator acquisition, and specifically, to reduce our creator acquisition costs (CAC) and subscriber acquisition costs (SAC).

Competition

The idea for Vocal cameas a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its operationalinfrastructures. The depreciating value of digital media business models built on legacy technology platforms created a unique opportunityfor the development of a creator-centric platform that could appeal to a global community and, at the same time, be capable of acquiringundervalued complimentary technology assets.

Creatd’s foundersbuilt the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficienciescould create a sustainable and defensible business model. Vocal was strategically developed to provide value for content creators, readers,and brands, and to serve as a home for the ever-increasing amount of digital content being produced and the libraries of digital assetslying dormant.

Vocal is most commonlydiscussed as a combination of:

Creatd does not viewVocal as a substitute or competitor to segment-specific content platforms, such as Vimeo, YouTube, Instagram, Pinterest, TikTok, Spotify,or SoundCloud. We don’t want to replace anyone; we built Vocal to be accretive to the entire digital ecosystem. In fact, one ofthe most powerful components of our technology is the fact that Vocal makes it easy for creators to embed their existing published content,including videos, songs, podcasts, photographs, and more, directly into Vocal. We see this as a growth opportunity by building partnershipswith the world’s greatest technology companies and to further spread our roots deeper into the digital landscape

Acquisition Strategy

Creatd’s hybridfinance and design culture is key to its acquisition strategy. Acquisition targets are companies that meet a set of opportunistic or financialstandards or that are part of specific digital environments that are accretive and can seamlessly integrate into Creatd’s existingrevenue lines. Creatd will continue to make strategic acquisitions when presented with opportunities that are in the interest of shareholdervalue.

Revenue Model

Creatd’s revenues are primarily generatedthrough:

Acquisition Strategy

Creatd’s hybrid finance and design cultureis key to its acquisition strategy. Acquisition targets are companies that meet a set of opportunistic or financial standards or thatare part of specific digital environments that are accretive and can seamlessly integrate into Creatd’s existing revenue lines.Creatd will continue to make strategic acquisitions when presented with opportunities that are in the interest of shareholder value.

Corporate History and Information

We were originally incorporated under the lawsof the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great PlainsHoldings, Inc.

On February 5, 2016 (the “Merger ClosingDate”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GPH Merger Sub, Inc., a Nevadacorporation and our wholly-owned subsidiary (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporationheadquartered in New Jersey (“Jerrick”), pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick survivingas our wholly-owned subsidiary (the “Merger”). Pursuant to the terms of the Merger Agreement, we acquired, through a reversetriangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “JerrickShareholders”), pro-rata, a total of 475,000 shares of our common stock, par value $0.001 per share (“Common Stock”).Additionally, we assumed 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”)and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”).

Upon closing of the Merger on February 5, 2016,the Company changed its business plan to our current plan.

In connection with the Merger, on the Merger ClosingDate, we entered into a Spin-Off Agreement with Kent Campbell (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased(i) all of our interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of our interest in Lil Marc, Inc.,a Utah corporation, in exchange for the cancellation of 13,030 shares of our common stock held by Mr. Campbell. In addition, Mr. Campbellassumed all of our debts, obligations and liabilities, including any existing prior to the Merger, pursuant to the terms and conditionsof the Spin-Off Agreement.

Effective February 28, 2016, we entered into anAgreement and Plan of Merger (the “Statutory Merger Agreement”), pursuant to which we became the parent company of JerrickVentures, LLC, our wholly-owned operating subsidiary (the “Statutory Merger”).

On February 28, 2016, we changed our name to JerrickMedia Holdings, Inc. to better reflect our new business strategy.

On July 25, 2019, we filed a certificate of amendmentto our articles of incorporation, as amended (the “Amendment”), with the Secretary of State of the State of Nevada to effectuatea one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of our common stock without any change to its parvalue. The Amendment became effective on July 30, 2019. The number of shares of authorized common stock was proportionately reduced asa result of the Reverse Stock Split. The number of shares of authorized preferred stock was not affected by the Reverse Stock Split. Nofractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to thenext whole share.

All share and per share amounts for the commonstock indicated in this prospectus have been retroactively restated to give effect to the Reverse Stock Split.

On September 11, 2019, the Company acquired 100%of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”).Seller’s Choice is digital e-commerce agency based in New Jersey.

On July 13, 2020, upon approval from our boardof directors and stockholders, we filed Second Amended and Restated Articles of Incorporation with the Secretary of State of the Stateof Nevada for the purpose of increasing our authorized shares of Common Stock to 100,000,000.

On August 13, 2020, we filed a certificate ofamendment to our second amended and restated articles of incorporation (the “Amendment”), with the Secretary of State of theState of Nevada to effectuate a one-for-three (1:3) reverse stock split (the “August 2020 Reverse Stock Split”) of our commonstock without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connectionwith the August 2020 Reverse Stock Split as all fractional shares were rounded down to the next whole share. All share and per share amountsof our common stock listed in this prospectus have been adjusted to give effect to the August 2020 Reverse Stock Split.

On September 9, 2020, the Company filed a certificateof amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effectiveon September 10, 2020.

Recent Developments

Resignation of Chief Executive Officer andDirector

On August 9, 2022, Laurie Weisberg, the Company’sChief Executive Officer and a member of the Board, notified the Company of her intention to resign from the positions of Chief ExecutiveOfficer, director, and any other positions held with the Company or any of its subsidiaries, regardless of whether Ms. Weisberg had beenappointed. Such resignations are to become effective on a date to be determined following further discussion with the Board, but in noevent later than August 31, 2022.

Appointment of Chief Executive Officer

Effective upon Ms. Weisberg’s resignationas Chief Executive Officer, Jeremy Frommer, currently the Company’s Executive Chairman, will be appointed as Chief Executive Officer,pursuant to the Board’s approval.

Jeremy Frommer

Mr. Frommer was appointed Executive Chairman inFebruary 2022 and has been a member of our board of directors since February 2016. Previously, he served as our Chief Executive Officerfrom February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022. Mr. Frommer has over 20 years ofexperience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in the investment banking and tradingdivisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until beginning concept formation for JerrickVentures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director of Global Prime Services at RBC CapitalMarkets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of CarlinFinancial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive Officer of Carlin Financial Groupafter the sale of NextGen Trading, a software development company focused on building equity trading platforms. From 2002 to 2004, Mr.Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing Director of Merger Arbitrage Tradingat Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve on our board of directors due to hisfinancial and leadership experience.

Appointment of Director

Effective upon Ms. Weisberg’s resignationas a director, Justin Maury, currently the Company’s President and Chief Operating Officer, will be appointed to the Board, pursuantto the Board’s approval.

Justin Maury

Mr. Maury has served as our President since January2019 and was appointed Chief Operating Officer in August 2021. A full-stack designer and product developer by training, Mr. Maury partneredwith Jeremy Frommer and founded the Company in 2013, having brought with him 10 years of experience in the creative industry. Since joiningCreatd in 2013, Mr. Maury has been an instrumental force in the Company’s business and revenue expansion, and has overseen the Company’sproduct development since inception, including overseeing the design, development, launch, and ongoing growth of the Company’s flagshipproduct, Vocal, the innovative creator that, under Mr. Maury’s leadership, has grown to a community of over 1.5 million users witha total audience reach of over 175 million.

As a director, we believe Mr. Maury will add considerablevalue, including through by providing a unique perspective into Creatd’s product performance and evolution and by providing invaluabledirect input to help guide the Company’s ongoing refinement of its technology roadmap and maturation of its business model.

Trigger of Price Reset

On July 29, 2022, theCompany announced that it was not moving forward with its previously announced Rights Offering. In doing so, it triggered a price resetin the July 2022 Financing and the May 2022 Securities Purchase Agreement. As a result of this price reset, the May 2022 SecuritiesPurchase Agreement debentures now have a conversion price of $1.00, and both the Series C and Series D warrants have exercise prices of$0.96. As a result of the price reset, the July 2022 Financing debentures now have a conversion price of $1.25, and both the Series Eand Series F warrants have exercise prices of $1.01.

July 2022 Financing

On July 25, 2022 (the“Effective Date”), the Company entered into and closed securities purchase agreements (each, a “Purchase Agreement”)with five accredited investors (the “Investors”), whereby the Investors purchased from the Company for an aggregate of $1,935,019in subscription amount (i) debentures in the principal amount of $2,150,000 (the “Debentures”); (ii) 1,075,000 Series E CommonStock Purchase Warrants to purchase shares of the Common Stock (the “Series E Warrants”); and (iii) 1,075,000 Series F CommonStock Purchase Warrants to purchase shares of Common Stock (the “Series F Warrants”, and collectively with the Series E Warrants,the “Warrants”). The Company and the Investors also entered into registration rights agreements (each, a “RegistrationRights Agreement”) pursuant to the Purchase Agreement.

The Debentures have anoriginal issue discount of 10%, have a maturity date of November 30, 2022, may be extended by six months at the Company’s optionsubject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustmentupon certain events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering (as defined therein),with such adjusted conversion price not to be lower than $1.25.

The Warrants are immediatelyexercisable for a term of five years until July 25, 2027. The Series E Warrants are exercisable at an exercise price of $3.00, subjectto adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, withsuch adjusted exercise price not to be lower than $1.01. The Series F Warrants are exercisable at an exercise price of $6.00 subject toadjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with suchadjusted exercise price not to be lower than $1.01. The Warrants provide for cashless exercise to the extent that there is no registrationstatement available for the underlying shares of Common Stock. The shares underlying the Debentures, the Series E Warrants and the SeriesF Warrants are to be registered within 90 days of the Effective Date.

The representations andwarranties contained in the Purchase Agreement were made by the parties to, and solely for the benefit of, the other in the context ofall of the terms and conditions of the Purchase Agreement and in the context of the specific relationship between the parties. The provisionsof the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party otherthan the parties to the Purchase Agreement. The Purchase Agreement is not intended for investors and the public to obtain factual informationabout the current state of affairs of the parties.

Additionally, in connectionwith the Purchase Agreements, the subsidiaries of the Company delivered a guarantee (the “Guarantee”) in favor of the Investorswhereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the Purchase Agreement.

Nasdaq - ContinuedListing

On March 1, 2022, theCompany received a letter from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchangehas determined to delist the Company’s common stock from the Exchange based on the Company’s Market Value of Listed Securitiesfor the 30-consecutive day period between January 15, 2022 and February 25, 2022 falling short of the requirements under Listing Rule5550(b)(2) (the “Rule”). Although a 180-day period is typically allowed for an issuer to regain compliance, the Company wasnot eligible to use such compliance period, as the Exchange had instituted a Panel Monitor through March 9, 2022.

The Company pursued anappeal to the Nasdaq Hearings Panel (the “Panel”) of such determination, in accordance with the Exchange’s rules and,pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delistingfiling was stayed pending the Panel’s decision.

On April 22, 2022, theExchange notified the Company that the Panel has determined to continue the listing of the Company on the Exchange, subject to the followingconditions: (i) on or before May 16, 2022, the Company will file its Quarterly Report on Form 10-Q for the period ended March 31, 2022demonstrating compliance with Nasdaq Listing Rule 550(b)(1) requiring shareholders’ equity of $2.5 million and (ii) on or beforeAugust 29, 2022, the Company will file a Form 8-K documenting the successful completion of any fund-raising activity that has taken placesince April 14, 2022 and the Company’s long-term compliance with the continued listing requirements of the Nasdaq Capital Market.

The Panel has advisedthat August 29, 2022 represents the full extent of the Panel’s discretion to grant continued listing during the time the Companyis non-compliant and should the Company fail to demonstrate compliance by such date, the Panel will issue a final delist determinationand the Company will be suspended from trading on the Exchange.

Securities PurchaseAgreement

On May 31, 2022, theCompany entered into and closed securities purchase agreements (each, a “Purchase Agreement”) with eight accredited investors(the “Investors”), whereby the Investors purchased from the Company for an aggregate of $3,600,036 in subscription amount(i) debentures in the principal amount of $4,000,000 (the “Debentures”); (ii) 2,000,000 Series C Common Stock Purchase Warrantsto purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “SeriesC Warrants”); and (iii) 2,000,000 Series D Common Stock Purchase Warrants to purchase shares of Common Stock (the “SeriesD Warrants”, and collectively with the Series C Warrants, the “Warrants”). The Company and the Investors also enteredinto registration rights agreements (each, a “Registration Rights Agreement”) pursuant to the Purchase Agreement.

The Debentures have anoriginal issue discount of 10%, have a term of six months with a maturity date of November 30, 2022, may be extended by six months atthe Company’s option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $2.00per share, subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the RightsOffering (as defined therein), with such adjusted conversion price not to be lower than $1.00.

The Warrants are exercisablefor a term of five years from the initial exercise date of November 30, 2022, until November 30, 2027. The Series C Warrants are exercisableat an exercise price of $3.00, subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stockoffered in the Rights Offering, with such adjusted exercise price not to be lower than $0.96. The Series D Warrants are exercisable atan exercise price of $6.00 subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stockoffered in the Rights Offering, with such adjusted exercise price not to be lower than $0.96. The Warrants provide for cashless exerciseto the extent that there is no registration statement available for the underlying shares of Common Stock. The shares underlying the Debentures,the Series C Warrants and the Series D Warrants are to be registered within 90 days of the Effective Date.

Additionally, in connectionwith the Purchase Agreements, the subsidiaries of the Company delivered a guarantee (the “Guarantee”) in favor of the Investorswhereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the PurchaseAgreement.

The Debentures, Warrants,Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, butqualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder. The Company is relying on this exemption from registrationfor private placements based in part on the representations made by Investors, including representations with respect to each Investor’sstatus as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor’s investment intent.

Employees

As of June 30, 2022, we had 45 full-time employeesand 17 part-time employees. None of our employees are subject to a collective bargaining agreement, and we believe our relationship withour employees to be good.

We believe that our future success will dependin part on our continued ability to attract, hire and retain qualified personnel. Our human capital resources objectives include identifying,recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposesof our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-basedcompensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform tothe best of their abilities and achieve our objectives.

Facilities

Our corporate headquarters consists of a totalof approximately 8,000 square feet and is located at 419 Lafayette Street, 6^th Floor, New York, NY 10003. The current leaseterm is effective May 1, 2022 through April 30, 2029, with monthly rent of $39,000 for the first year of the leasing period, and an increasein rent of 3% for every year thereafter. Previously in 2022, the Company also had additional office space located at 648 Broadway, Suite200, New York, NY 10012. The lease term was effective September 9, 2021 through September 9, 2022, with monthly rent of $12,955 for theleasing period. During 2021, the Company also had additional office space located at 2050 Center Ave, Suite 640 and Suite 660, Fort Lee,NJ 07024. The lease term was effective June 5, 2018 through July 5, 2023, with monthly rent of $7,693 for the first year and increasesat a rate of 3% for each subsequent year thereafter. Subsequent to December 31, 2021, the Company reached an agreement with the landlordat the New Jersey location to terminate the lease effective February 28, 2022.

Legal Proceedings

From time to time, we may become involved in variouslawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and anadverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currentlynot aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business,financial condition or operating results.

On or about August 30,2021, Robert W. Monster and Anonymize, Inc. (“Monster”) filed a lawsuit in the United States District Court for the WesternDistrict of Washington at Seattle, Robert W. Monster, et al. v. Creatd, Inc., et al. (Western District of Washington at Seattle 2:21-CV-1177).The Complaint alleges, among other things, that action for Declaratory Judgment under 28 U.S.C. § 2201 that Monster’s registrationand use of the internet domain name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under theAnticybersquatting Consumer Protection Act (“ACPA”), 15 U.S.C. § 1125(d), or otherwise under the Lanham Act, 15 U.S.C.§ 1051 et seq. Creatd claims trademark rights and certain other rights with respect to the term and the domain name VOCL.COM.Monster seeks a determination by the Court that Monster’s registration and/or use of VOCL.COM is not, and has not beenin violation of the ACPA, and that Plaintiffs’ use of VOCL.COM constitutes neither a violation of the ACPA nor trademarkinfringement or dilution under the Lanham Act. Creatd believes the lawsuit lacks merit and will vigorously challenge the action. At thistime, we are unable to estimate potential damage exposure, if any, related to the litigation.

Corporate Information

The Company’s address is 419 Lafayette Street,6^th Floor, New York, NY 10003. The Company’s telephone number is (201) 258-3770. Our website is https://creatd.com. Theinformation on, or that can be accessed through, this website is not part of this prospectus, and you should not rely on any such informationin making the decision whether to purchase the securities.

MANAGEMENT

The following table and biographical summariesset forth information, including principal occupation and business experience, about our directors and executive officers as of the dateof this prospectus:

Laurie Weisberg – ChiefExecutive Officer and Director

Ms. Weisberg was elected to our board ofdirectors in July 2020 and has been our Chief Executive Officer since 2022. Previously, she held the position of Co-Chief ExecutiveOfficer from August 2021 to February 2022, and Chief Operating Officer from September 2020 to August 2021. Weisberg, who has served asthe Chief Sales Officer at Intent since February 2019, has spent over 25 years at the forefront of sales and marketing innovationin the technology space, having held leadership positions at various technology companies including Thrive Global, Curalate, and OracleData Cloud. From October 2010 to April 2015, Ms. Weisberg was a member of the executive leadership team at Datalogix, leadingup to its acquisition by Oracle in 2015, at which point she assumed the role of VP of Oracle Data Cloud. Additionally, Ms. Weisberghas served on the Advisory Board at Crowdsmart, an intelligent data-driven investment prediction platform since April 2019.Ms. Weisberg was born and educated in England. We believe Ms. Weisberg is qualified to serve on our board of directors due toher extensive global sales and brand marketing expertise as well as her leadership experience working within the technology space.

Jeremy Frommer – ExecutiveChairman and Co-Founder

Mr. Frommer was appointed Executive Chairman inFebruary 2022 and has been a member of our board of directors since February 2016. Previously, he served as our Chief Executive Officerfrom February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022. Mr. Frommer has over 20 years ofexperience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in the investment banking and tradingdivisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until beginning concept formation for JerrickVentures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director of Global Prime Services at RBC CapitalMarkets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of CarlinFinancial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive Officer of Carlin Financial Groupafter the sale of NextGen Trading, a software development company focused on building equity trading platforms. From 2002 to 2004, Mr.Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing Director of Merger Arbitrage Tradingat Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve on our board of directors due to hisfinancial and leadership experience.

Joanna Bloor – Director

Ms. Bloor, age 52, Founder and CEO of The AmplifyLab, combines over 7 years of experience in Technology senior management following a 15-year career as a Senior Executive in Operationsand Marketing. Previously, she had been involved in three companies in the Technology and Media industry, holding positions includingVP of Sales Operations, AVP of Sales Operations and Director of Sales Operations, and board member. From 2010 through 2015, she held theposition of VP of Sales Operations at Pandora, a technology and entertainment company. From 2000 to 2010, Ms. Bloor was the AVP of SalesOperations for CBS Interactive, Inc., a Digital Media and News organization. From 2000 to 2001, she was the Director of Sales Operationsfor OpenTable.com, an online restaurant reservation company. Joanna is also currently the Founder and CEO of The Amplify Lab., a careercoaching company rooted in technology, data, and human experiences. We believe Joanna will be invaluable assisting Creatd shape and implementcompany culture transformation, overall operations, and human capital management. She has also had specific and deep experience in scalingrevenue and implementing teams for numerous public and private companies, including leading technology companies and consumer brands thatgenerate multi-million to hundreds of millions in annual revenue.

Brad Justus – Director

Mr. Justus, age 61, most recently Director ofInternational Publishing at Riot Games, combines over 13 years of executive management experience in the game development and publishingindustries with more than 10 years in multiple C-Suite officer roles.  Previously, he had been involved in 3 companies in the technologyand gaming industry, holding positions including Vice President of Marketing and Brand Experience, Chief Marketing Officer, Chief ExecutiveOfficer, and Senior Vice President. From 2015 to 2016, he served as Chief Experience Officer at Radiant Entertainment, a gaming companythat was acquired by Riot Games in 2016. From 2012 to 2014, Mr. Justus was VP of Marketing and Brand Experience at ROBLOX Corporation,a digital community, and gaming company. From 2009 to 2012, he was Chief Marketing Officer at ClearStreet, Inc., a fintech startup company.From 2006 through 2007, Mr. Justus was the Senior Vice President for Art.com, an online art marketplace. From 2004 to 2005, he was Presidentand CEO for Informative, Inc., an online technology survey company. Previously, he was Senior Vice President at LEGO, an industry-leadingtoy company from 1999 to 2004.  Since 2016 Mr. Justus held titles including Director, Brand Marketing and Director, InternationalPublishing at Riot Games, a video game company where he also led the creator-driven global launch of the blockbuster game VALORANT in2020. Mr. Justus holds a Bachelor of Arts cum laude in Political Science from Amherst College. We believe Mr. Justuswill be a strong addition to Creatd’s board of directors because of his experience leading branding, marketing, and product developmentteams at numerous direct to consumer companies. Many of these companies are tech- and community-focused, just like Creatd. He will alsoadvise on overall online strategy and revenue growth.

Lorraine Hendrickson – Director

Lorraine Hendrickson, age 56, combines over 20years of experience in the investment banking industry, having held numerous senior management and executive positions including ChiefAdministration Officer, Vice President of Business Development, Corporate Relations, and Investment Strategy as well as various Directorpositions. From 2004 to 2006, Ms. Hendrickson served as Vice President Investment Strategy & Corporate Relations at Merrill LynchInvestment Management. From 2006 to 2011, Ms. Hendrickson was Director at BNY Mellon. An investment management firm. From 2011 to 2012,she moved to Hong Kong with BNY Mellon to become their Chief Administration Officer, Global Distribution. From 20014 to 2015, Ms. Hendricksonmoved to become a Director, within the Investment Management Advisory division of Deloitte UK, the leading London-based internationalconsulting firm. She was subsequently recruited by a client and, from 2015-2018, served as the Program Director of London CIV (CollectiveInvestment Vehicle), the City of London’s first alternative asset management company owned and operated by the local government. She holds a Bachelor of Science in Finance from Rider University. We believe Ms. Hendrickson will add considerable value, including throughher comprehensive and diverse investment management experience, deep knowledge of governance and regulatory frameworks, and broad experiencewith business development, operations, and executive leadership.

Justin Maury – Chief OperatingOfficer and Co-Founder

Mr. Maury has served as our President since January2019, and was appointed Chief Operating Officer in August 2021. He is a full stack design director with an expertise in product development.With over ten years of design and product management experience in the creative industry, Mr. Maury’s passion for the creative artsand technology ultimately resulted in the vision for Vocal. Since joining Creatd in 2013, Maury has overseen the development and launchof the company’s flagship product, Vocal, an innovative platform that provides storytelling tools and engaged communities for creatorsand brands to get discovered while funding their creativity. Under Maury’s supervision, Vocal has achieved growth to over 380,000creators across 34 genre-specific communities in its first two years since launch.

Chelsea Pullano – Chief FinancialOfficer

Ms. Pullano has been our Chief Financial Officersince June 2020. She has a long history of leadership at Creatd, serving as a member of the Company’s Management Committee for fouryears. Prior to her current role, Ms. Pullano was an integral member of our finance department since 2017, most recently serving as ourHead of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act and other financial matters. Priorto joining the Finance Department, Ms. Pullano was a member of our operations team from 2015 to 2017. She holds a B.A. from the StateUniversity of New York College at Geneseo.

Director Terms; Qualifications

Members of our board of directors serve untilthe next annual meeting of stockholders, or until their successors have been duly elected.

When considering whether directors and nomineeshave the experience, qualifications, attributes and skills to enable the board of directors to satisfy its oversight responsibilitieseffectively in light of the Company’s business and structure, the board of directors focuses primarily on the industry and transactionalexperience, and other background, in addition to any unique skills or attributes associated with a director. 

Director or Officer Involvement in CertainLegal Proceedings

There are no material proceedings to which anydirector or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiariesor has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director orexecutive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the pastten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceedingduring the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanentlyor temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activitiesduring the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commoditieslaw during the past ten years.

Directors and Officers Liability Insurance

The Company has directors’ and officers’liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers,subject to certain exclusions. Such insurance also insures the Company against losses, which it may incur in indemnifying its officersand directors. In addition, officers and directors also have indemnification rights under applicable laws, and the Company’s SecondAmended and Restated Articles of Incorporation and Amended and Restated Bylaws.

Director Independence

The listing rules of The Nasdaq Stock Market LLC(“Nasdaq”) require that independent directors must comprise a majority of a listed company’s board of directors. Inaddition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation,and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forthin Rule 10A-3 under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director”if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with theexercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a reviewof the independence of our directors and considered whether any director has a material relationship with it that could compromise hisor her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from andprovided by each director concerning his background, employment and affiliations, including family relationships, the board of directorshas determined that Joanna Bloor, Brad Justus and Lorraine Hendrickson are “independent” as that term is defined under theapplicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our board of directorsconsidered the current and prior relationships that each non-employee director has with the Company and all other facts andcircumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of the Company’scapital stock by each non-employee director, and any transactions involving them described in the section captioned “—Certainrelationships and related transactions and director independence.”

Board Committees

The Company’s Board has established threestanding committees: Audit, Compensation, and Nominating and Corporate Governance. Each of the committees operates pursuant to its charter.The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultationwith the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to the charters. Theresponsibilities of each committee are described in more detail below.

Nasdaq permits a phase-in period of up to oneyear for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and Nominatingand Corporate Governance Committee independence requirements. Under the initial public offering phase-in period, only one member of eachcommittee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, amajority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectivenessof our registration statement, and all members of each committee must satisfy the heightened independence requirements within one yearfrom the effectiveness of our registration statement.

Audit Committee

The Audit Committee, among other things, willbe responsible for:

The board of directors has affirmatively determinedthat each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rulesand Nasdaq listing rules. The board of directors has adopted a written charter setting forth the authority and responsibilities of theAudit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Ms.Hendrickson meets the qualifications of an Audit Committee financial expert.

The Audit Committee consists of Ms. Bloor, Mr.Justus and Ms. Hendrickson. Ms. Hendrickson chairs the Audit Committee. We believe that the functioning of the Audit Committee complieswith the applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

Compensation Committee

The Compensation Committee will be responsiblefor:

The board of directors has adopted a written chartersetting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee consists of Ms. Bloor,Mr. Justus and Ms. Hendrickson. Ms. Bloor serves as chairman of the Compensation Committee. The board of directors has affirmatively determinedthat each member of the Compensation Committee meets the independence criteria applicable to compensation committee members under SECrules and Nasdaq listing rules. The Company believes that the composition of the Compensation Committee meets the requirements for independenceunder, and the functioning of such Compensation Committee will comply with, any applicable requirements of the rules and regulations ofNasdaq listing rules and the SEC. 

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee,among other things, is responsible for:

The board of directors has adopted a written chartersetting forth the authority and responsibilities of the Corporate Governance/Nominating Committee.

The Nominating and Corporate Governance Committeeconsists of Ms. Bloor, Mr. Justus and Ms. Hendrickson. Mr. Justus serves as chair. The Company’s board of directors has determinedthat each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelinesof Nasdaq listing rules.

Compensation Committee Interlocks and InsiderParticipation

None of the Company’s executive officersserves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalentfunction, of any entity that has one or more executive officers who serve as members of the Company’s board of directors or itscompensation committee. None of the members of the Company’s compensation committee is, or has ever been, an officer or employeeof the company.

Code of Business Conduct and Ethics

The Company’s Board of Directors has adopteda code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable U.S. federalsecurities laws and the corporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on theCompany’s website. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for seniorfinancial officers may be made only by the Company’s board of directors and will be promptly disclosed as required by applicableU.S. federal securities laws and the corporate governance rules of Nasdaq.

Corporate Governance Guidelines

The Company’s board of directors has adoptedcorporate governance guidelines in accordance with the corporate governance rules of Nasdaq. 

Delinquent Section 16(A) Reports.

Section 16(a) of the Exchange Act requires theCompany’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equitysecurities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company. Basedsolely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange Commission,the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure filings late for transactions:

EXECUTIVE COMPENSATION

The following information is related to the compensationpaid, distributed or accrued by us for the years ended December 31, 2021 and December 31, 2020 for our Chief Executive Officer (principalexecutive officer) serving during the year ended December 31, 2021 and the three other executive officers serving at December 31, 2021whose total compensation exceeded $100,000 (the “Named Executive Officers”).

Employment Agreements

As of December 31, 2021, the Company had not enteredinto any employment agreements, but has entered into such agreements with its Chief Executive Officer, Executive Chairman, President&Chief Operating Officer, and Chief Financial Officer subsequent to December 31, 2021.

2020 Equity Incentive Plan 

Our 2020 Equity Incentive Plan (the “2020Plan”) provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”),restricted stock, restricted stock units (“RSUs”), and other stock-based awards and there are 2,500,000 shares originallyreserved under the 2020 Plan.  

No further awards may be issued under the JerrickVentures 2015 Incentive and Award Plan (the “2015 Plan”), but all awards under the 2015 Plan that are outstanding as of theEffective Date will continue to be governed by the terms, conditions and procedures set forth in the 2015 Plan and any applicable awardagreement.

Outstanding Equity Awards at Fiscal Year-End2021

At December 31, 2021, we had outstandingequity awards as follows:  

Director Compensation 

The following table presents the total compensationfor each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscalyear ended December 31, 2021. Other than as set forth in the table and described more fully below, we did not pay any compensation, makeany equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directorsin 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following includes a summary of transactionsduring our fiscal years ended December 31, 2021 and December 31, 2020 to which we have been a party, including transactions in whichthe amount involved in the transaction exceeds the lesser of  $120,000 or 1% of the average of our total assets at year-end forthe last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial ownersof more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct orindirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which aredescribed elsewhere in this Annual Report. We are not otherwise a party to a current related party transaction, and no transaction iscurrently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets atyear-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.

Revenue

During the year ended December 31, 2021 the Companyreceived revenue of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee.

The July 2020 Convertible Note Offering

From July 2020 to September 2020, the Companyconducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”)of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July2020 Investors”) for aggregate gross proceeds of $50,000. The July 2020 Convertible Note Offering accrues interest at a rate oftwelve percent per annum (12%). The July 2020 Convertible Note Offering mature on the six (6^th) month anniversary of theirissuance dates.

The July 2020 Note Offering is convertible intoshares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversionprice equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered public offeringsby the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”).

Upon default the July 2020 Convertible Note Offeringis convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61%multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the dateof the respective conversion.

The conversion feature of the July 2020 ConvertibleNote Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normallycharacterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debtdiscount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $9,812, thediscount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost.

The Company recorded a $21,577 debt discount relatingto 3,922 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the datesof issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the year ended December 31, 2020, the Companyconverted $50,000 of principal and $630 of unpaid interest into the September 2020 Equity Raise.

The January 2020 Rosen Loan Agreement

On January 14, 2020, the Company entered intoa loan agreement (the “January 2020 Rosen Loan Agreement”), whereby the Company issued a promissory note in the principalamount of $150,000 (the “January 2020 Rosen Note”). Pursuant to the January 2020 Rosen Loan Agreement, the January 2020 RosenNote accrues interest at a fixed amount of $2,500 for the duration of the note.

During the year ended December 31, 2020 the Companyrepaid $150,000 in principal and $15,273 in interest.

The February Banner 2020 Loan Agreement

On February 15, 2020, the Company entered intoa loan agreement (the “February 2020 Banner Loan Agreement”), whereby the Company issued a promissory note in the principalamount of $9,900 (the “February 2020 Note”) for expenses paid on behalf of the Company by an employee. Pursuant to the February2020 Loan Agreement, the February 2020 Note bears interest at a rate of $495. As additional consideration for entering in the February2020 Loan Agreement, the Company issued a five-year warrant to purchase 49 shares of the Company’s common stock at a purchase priceof $18.00 per share.

During the year ended December 31, 2020 the Companyrepaid $9,900 in principal and $495 in interest.

The February 2020 Frommer Loan Agreement

On February 18, 2020, the Company entered intoa loan agreement (the “February 2020 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby theCompany issued Frommer a promissory note in the principal amount of $2,989 (the “February 2020 Frommer Note”). As additionalconsideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a five-year warrant to purchase 15shares of the Company’s common stock at a purchase price of $18.00 per share. Pursuant to the February 2020 Frommer Loan Agreement,the note is payable on the maturity date of February 28, 2020 (the “February 2020 Frommer Maturity Date”).

During the year ended December 31, 2020 the Companyrepaid $2,989 in principal and $160 in interest.

The September 2020 Goldberg Loan Agreement

On September 15, 2020, the Company entered intoa loan agreement (the “September 2020 Goldberg Loan Agreement”) with Goldberg whereby the Company issued a promissory noteof $16,705 (the “September 2020 Goldberg Note”). Pursuant to the September 2020 Goldberg Loan Agreement, the September 2020Goldberg Note has an interest rate of 7%. The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due undernote are due. The September 2020 Goldberg Loan is secured by the tangible and intangible property of the Company.

Since the September 2020 Goldberg Note has a make-wholeprovision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liabilitytreatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole featureof gave rise to a derivative liability of $2,557,275 which was recorded as a loss on extinguishment of debt.

During the year ended December 31, 2020 the Companyaccrued interest of $347.

The September 2020 Rosen Loan Agreement

On September 15, 2020, the Company entered intoa loan agreement (the “September 2020 Rosen Loan Agreement”) with Rosen whereby the Company issued a promissory note of $3,295(the “September 2020 Rosen Note”). Pursuant to the September 2020 Rosen Loan Agreement, the September 2020 Rosen Note hasan interest rate of 7%. The maturity date of the September 2020 Rosen Note is September 15, 2022 (the “September 2020 Rosen MaturityDate”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the note are due. The September2020 Rosen Loan is secured by the tangible and intangible property of the Company.

Since the September 2020 Rosen Note has a make-wholeprovision if the share price of the Company’s common stock is below 2.92 on September 14, 2020, they are subject to derivative liabilitytreatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole featureof gave rise to a derivative liability of $504,413 which was recorded as a loss on extinguishment of debt.

During the year ended December 31, 2020 the Companyaccrued interest of $67.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information,as of August 25, 2022, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent;(ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as agroup. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficiallyowned. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the sharesbeneficially owned. The address for each person is 419 Lafayette Street, 6^th Floor, New York, NY 10003.

Securities Authorized for Issuance Under EquityCompensation Plans 

As of December 31, 2021, we had awards outstandingunder our 2020 Equity Incentive Plan:

THE RIGHTS OFFERING

Before deciding whether to exercise your subscriptionrights, you should carefully read this prospectus, including the information set forth under the heading “Risk Factors” andthe information set forth in this prospectus.

Reasons for this Offering

In accordance with our strategic plan, we areconducting this offering primarily for sales and marketing and general working capital purposes. Our board of directors has approved thisoffering. Based on information available to the board, the board believes that this offering is in the best interests of our company andshareholders. Our board is not, however, making any recommendation regarding your exercise of the subscription rights.

Our board considered and evaluated a number offactors relating to this offering, including:

Terms of this Offering

We are issuing, at no charge, non-transferablesubscription rights entitling holders of common stock as of the record date and holders of the Preferred Shares, Eligible Warrants and/orEligible Options, whom we refer to as rights holders or you. Your subscription rights will consist of:

All units are being offered and sold at a subscriptionprice of $ per unit.

Each unit will consist of:

The shares of common stock and Series Awarrants comprising a unit may only be purchased as a unit, but will be issued separately. Subscription rights will not be transferrable.The subscription rights may only be exercised in aggregate for whole numbers of units.

Subscription rights may be exercised at any timeduring the subscription period, which commences on , 2022, and ends at 5:00 p.m. (Eastern time) on , 2022, the expiration date, unlessextended by us.

The shares of common stock issued upon the exerciseof subscription rights are expected to be listed on The Nasdaq Capital Market under the symbol “CRTD.” The subscription rightswill be evidenced by subscription certificates that will be mailed to shareholders, except as discussed below under “ForeignShareholders.”

For purposes of determining the number of unitsa rights holder may acquire in this offering, broker-dealers, trust companies, banks or others whose shares are held of record by Cede&Co. or by any other depository or nominee will be deemed to be the holders of the subscription rights that are issued to Cede & Co.or the other depository or nominee on their behalf.

There is no minimum number of subscription rightsthat must be exercised in order for this offering to close.

Over-Subscription Privilege

If you exercise your basic rights in full, youmay also choose to exercise your over-subscription privilege.

Allocation of Units Available for Over-SubscriptionPrivileges

Subject to the ownership limitation describedbelow, we will seek to honor the over-subscription requests in full. If over-subscription requests exceed the number of units available,however, we will allocate the available units pro rata among the rights holders in proportion to the product (rounded down to the nearestwhole number so that the aggregate number of units does not exceed the aggregate number offered) obtained by multiplying the number ofunits such rights holder subscribed for pursuant to the over-subscription privilege by a fraction (A) the numerator of which is the numberof unsubscribed units and (B) the denominator of which is the total number of units sought to be subscribed for pursuant to the over-subscriptionprivilege by all rights holders participating in such over-subscription. Continental Stock Transfer & Trust, which will act as thesubscription agent in connection with this offering and which we refer to as the subscription agent, will determine the over-subscriptionallocation based on the formula described above and will notify rights holders of the number of units allocated to each holder exercisingthe over-subscription privilege as promptly as may be practicable after the allocations are completed.

To the extent your aggregate subscription paymentfor the actual number of unsubscribed units available to you pursuant to the over-subscription privilege is less than the amount you actuallypaid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed units availableto you, and any excess subscription payment will be promptly returned to you, without interest or deduction, after the expiration of thisoffering.

To the extent your aggregate subscription paymentfor the actual number of unsubscribed units available to you pursuant to the over-subscription privilege is less than the amount you actuallypaid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed units availableto you, and any excess subscription payment will be promptly returned to you, without interest or deduction, after the expiration of thisoffering.

We can provide no assurances that you will actuallybe entitled to purchase the number of units issuable upon the exercise of your over-subscription privilege in full at the expiration ofthis offering.

Expiration of Offer

This offering will expire at 5:00 p.m. (Easterntime) on , 2022, unless extended or terminated by us, and subscription rights may not be exercised thereafter.

Our board of directors may determine to extendthe subscription period, and thereby postpone the expiration date, not to exceed 45 days from the initial expiration date, to the extentit determines that doing so is in the best interest of our shareholders.

Any extension of this offering will be followedas promptly as practicable by announcement thereof, and in no event later than 9:00 a.m. (Eastern time) on the next business day followingthe previously scheduled expiration date. Without limiting the manner in which we may choose to make such announcement, we will not, unlessotherwise required by law, have any obligation to publish, advertise or otherwise communicate any such announcement other than by issuinga press release or such other means of announcement as we deem appropriate.

Placement Period

If this offering is not fully subscribed followingthe expiration date of the offering, we will use commercially reasonable efforts to place any unsubscribed units at the subscription pricefor an additional period of up to 45 days. The number of units that may be sold by us during this period will depend upon the number ofunits that are subscribed for pursuant to the exercise of subscription rights by our shareholders and other rights holders. No assurancecan be given that any unsubscribed units will be sold during this period.

Determination of the Subscription Price

The $           subscription price was set by managementand approved by our board of directors considering. In approving the subscription price, our board considered, among other things, thefollowing factors:

No Recombination of Units

The shares of common stock and Series A warrantscomprising the units will be issued separately upon the exercise of subscription rights, and the units will not trade as a separate security.Rights holders may not recombine shares of common stock and Series A warrants to receive a unit.

Subscription Agent

Continental Stock Transfer & Trust, the subscriptionagent, will receive for its administrative, processing, invoicing and other services a fee estimated to be approximately $30,000, plusreimbursement for all out-of-pocket expenses related to the offering.

A completed subscription certificate, togetherwith full payment of the subscription price, must be sent to the subscription agent for all whole numbers of units subscribed for throughthe exercise of a basic right and the over-subscription privilege by one of the methods described below. We will accept only properlycompleted and duly executed subscription certificates actually received at any of the addresses listed below, at or prior to 5:00 p.m.(Eastern time) on the expiration date of this offering or by the close of business on the second business day after the expiration dateof the offering following timely receipt of a notice of guaranteed delivery. See “Payment for Securities” below. Inthis prospectus, close of business means 5:00 p.m. (Eastern time) on the relevant date.

Delivery to an address other than one of the addresseslisted above may not constitute valid delivery and, accordingly, may be rejected by us.