Creatd, Inc.
Filed Sep 15, 2026.
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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 Sep 15, 2026
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As filed with the Securities and Exchange Commission on September 14, 2026
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)
| Nevada | 7819 | 87-0645394 |
|---|---|---|
| (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
Woodbridge, 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 SEPTEMBER 14, 2026
PRELIMINARY PROSPECTUS
5,576,013 Shares of Common Stock
This prospectus (the “Prospectus”) relates to the resale, from time to time, of up to 5,576,013 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 5,145,425 Shares of Common Stock that are issued and outstanding; |
| (ii) | up to 430,588 Shares issuable upon exercise of outstanding pre-funded common stock purchase warrants. |
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. The pre-funded warrants were prepaid at issuance and carry a nominal exercise price, so we do not expect to receive any material proceeds from their exercise. 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 OTCQB Marketplace operated by OTC Markets Group Inc. (“OTCQB”) 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 September 11, 2026 the last reported sale price of our common stock on OTCQB was $2.095 per share.
Our common stock is considered a “penny stock” under SEC rules and is subject to additional sales restrictions under Rule 15g-9 of the Exchange Act. See “Risk Factors – Because our shares of common stock are subject to the penny stock rules, it is more difficult to trade our shares” on page 18 for more information.
Investing in our securities involves risks. See “Risk Factors” beginning on page 9 of this prospectus. We are not making any recommendation as to whether any selling stockholder should sell shares offered under this prospectus.
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 September 14, 2026.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROSPECTUS SUMMARY | 1 |
| RISK FACTORS | 9 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 21 |
| USE OF PROCEEDS | 22 |
| MARKET FOR COMMON STOCK AND DIVIDEND POLICY | 22 |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 24 |
| BUSINESS | 33 |
| MANAGEMENT | 45 |
| EXECUTIVE COMPENSATION | 50 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 51 |
| PRINCIPAL STOCKHOLDERS | 52 |
| SELLING STOCKHOLDERS | 53 |
| DESCRIPTION OF SECURITIES | 59 |
| PLAN OF DISTRIBUTION | 62 |
| LEGAL MATTERS | 64 |
| EXPERTS | 64 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 64 |
| INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS | F-1 |
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.
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