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Creatd, Inc.

Filed Aug 15, 2025.

View on SEC.gov

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A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Aug 15, 2025

CRTD$0.20-48.1%Stored close · as of Sep 6, 2022
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As filed with the Securities and Exchange Commission on August 14, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

CREATD, INC.

(Exact name of registrant as specified in its charter)

Nevada781987-0645394
(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S. Employer Identification Number)

1111B S Governors Ave, STE 20721

Dover, DE 19904

(646) 859-5747

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

Jeremy Frommer

Chief Executive Officer

1111B S Governors Ave, STE 20721

Dover, DE 19904

(646) 859-5747

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

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

Joseph M. Lucosky, Esq.

Scott E. Linsky, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Iselin, NJ 08830

(732) 395-4400

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form 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 securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

Indicate by check mark whether the registrant is 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.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Smaller reporting company ☒
Emerging growth company ☐

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

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

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

SUBJECT TO COMPLETION, DATED AUGUST 14, 2025

PRELIMINARY PROSPECTUS

3,016,786 Shares of Common Stock

This prospectus (the “Prospectus”) relates to the resale, from time to time, of up to 3,016,786 shares (the “Shares”) of our common stock, par value $0.001 per share (“Common Stock”), by the selling stockholders identified in this prospectus under “Selling Stockholders” (the “Offering”), comprised of:

(i)up to 1,800,00 Shares, issued pursuant to the exercise of warrants by employees, directors, and consultants;
(ii)up to 176,200 Shares, issued pursuant to the conversion of promissory notes;
(iii)up to 31,800 Shares, which underly warrants, issued pursuant to certain securities purchase agreements dated January 8, 2025 and January 22, 2025, between the Company and the respective holder, exercisable immediately, for a term of 60 months, at a price of $1.00 per share, subject to customary adjustment provisions;
(iv)up to 516,187 Shares, which underly warrants, issued pursuant to those certain promissory notes dated between April 2, 22, 2024 (the “Promissory Notes”), between the Company and the respective holders, exercisable immediately, for a term of 60 months, at a price of $0.26 per share, subject to customary adjustment provisions;
(v)up to 5,125 Shares, issued pursuant to the conversion of the December 2022 Convertible Loan Agreement as defined in the Company’s financial statements;
(vi)up to 336,875 Shares, which underly Series G preferred stock, issued pursuant to the conversion of notes payable, convertible immediately, at a price of $1.00 per share, subject to customary adjustment provisions, the effect of which has reduced the conversion price to $0.26;
(vii)up to 150,000 Shares, which underly Series G preferred stock, issued pursuant to that certain securities purchase agreement dated January 22, 2025 between the Company and the respective holder, convertible immediately, at a price of $1.00 per share, subject to customary adjustment provisions;

We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of the Shares. We will, however, receive proceeds from any warrants that are exercised through the payment of the exercise price in cash. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.

Our common stock is quoted on the OTCPink Marketplace operated by OTC Markets Group Inc. (“OTCPink”) under the symbol “CRTD.” Our stock had previously been quoted on OTCQB under the symbol “VOCL,” with such change having become effective on January 24, 2024, following approval from FINRA.

On August 10, 2025 the last reported sale price of our common stock on OTCPink was $0.33 per share.

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 recommendation regarding the exercise of your rights.

No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

Neither the Securities and Exchange Commission nor 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.

The date of this prospectus is August 14, 2025.

TABLE OF CONTENTS

Page
PROSPECTUS SUMMARY1
RISK FACTORS11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS31
USE OF PROCEEDS31
MARKET FOR COMMON STOCK AND DIVIDEND POLICY32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS34
BUSINESS42
MANAGEMENT50
EXECUTIVE COMPENSATION54
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS56
PRINCIPAL STOCKHOLDERS56
DESCRIPTION OF SECURITIES59
PLAN OF DISTRIBUTION61
LEGAL MATTERS63
EXPERTS63
WHERE YOU CAN FIND ADDITIONAL INFORMATION63

i

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

ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.