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Item 1. Business

2021-03-31 compared with 2020-03-30 · 516 added, 471 removed, 27 unchanged (97% of the section changed)

Jerrick Media Holdings, Inc.

(“JMDA”

or “the Company”) is the parent company and creator of the Vocal platform.

The Company develops technology-based solutions

to solve problems for the creator community, connecting creators with their ideal audiences and with the brands that want to access

those audiences.

Through a combination of data analysis, design, and development, the Company conceptualizes, creates, and maintains

a suite of technology products and provides services that influence a global audience.

is committed to identifying and leveraging opportunities within the digital platform and content monetization space.

technology is built to organically sustain and scale multiple lines of revenue.

In addition, the Company has successfully acquired

and integrated complimentary technology platforms and media assets into Vocal’s existing infrastructure, and will continue

to make targeted acquisitions of public and private companies.

The Vocal technology platform, trademark, and related intellectual

property are wholly owned and operated by Jerrick.

operations are organized into the following business segments:

Executive Team:

Decades of combined experience spanning the finance, technology, and creative industries are fundamental to the team’s

core strengths.

The Jerrick team, whose optimal headcount is approximately 25 employees,

comprises a collective of generalist and specialist professionals.

The Company’s mentality is a hybrid of a hedge fund

leveraging data and analytics to generate alpha, and a technology company’s development, design, and integration capabilities.

Together, these core competencies provide a foundation for optimizing platform expansion, revenues, and cost reduction.

Platform Compliance:

Moderation of user-submitted content and onboarding of creators onto the Vocal platform utilizes a combination of human touch and data-driven judgements that ensure adherence with our Community Guidelines and breed trust and safety within the Vocal ecosystem.

Control and Risk Management:

Jerrick’s corporate governance is centrally managed by its internal operating committee, consisting of representatives from each of the Company’s core business units–finance, operations, business intelligence, product design, and corporate communications.

The team leverages the Company’s resources, and applies them horizontally across its portfolio of businesses and assets.

This agile operational infrastructure allows for a feedback loop of applicable data for achieving its business risk management, regulatory, and compliance responsibilities.

Design and Development:

Jerrick partners with external segment specialists in development and data analysis in connection with future applications and white labeling opportunities that leverage Vocal’s underlying technology architecture.

The Company is exploring application opportunities on a global scale, particularly in foreign language installations of the product.

Localized franchises and bespoke development ventures provide white-labeling opportunities in industries such as health and wellness, education, and sports.

These industries can utilize Vocal’s underlying technology and operational resources at reduced capital expenditures.

Marketing and Sales:

Jerrick’s business intelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical data harnessed from the Vocal platform.

The team’s ability to apply first-party data works to reduce acquisition costs for new creators and to help provide brands with conversions and an ideal targeted audience.

Jerrick’s internal design team produces unique branded content experiences on the Vocal platform, including branded content campaigns and brand-sponsored creator challenges, and promotes them across multiple distribution channels.

Our ability to collaborate with and acquire external agencies and specific media libraries creates opportunities to scale revenues both horizontally and vertically through Vocal’s digital ecosystem.

Vocal is Jerrick’s proprietary flagship technology platform

that provides creators with storytelling tools, engaged communities, and opportunities to monetize their content.

Vocal’s

architecture was engineered to support a scalable and easy-to-update platform that could adapt its capacity to meet the current

and growing demand for digital resources and technologies that foster virtual connection and community.

When the Jerrick team

first ideated the Vocal platform, we determined that our primary constituents should be creators, and placed them at the center

of our mission.

We identified their pain points and created a blueprint to solve them.

There are over 4.5 billion internet

of that, 83% publish some form of content on a monthly basis (blogs, photos, videos, and more), and 3.8 billion of them

are active on social media (according to a report published by GlobalWebIndex).

In 2020, the internet has become the linchpin of

the modern information society, as well as the modern social society.

Digital platforms like Vocal exist to help the world find

order in a vast ocean of opportunity.

A global crisis like the current COVID-19

coronavirus pandemic only further emphasizes how critical a role digital platforms play in society, as governmental bodies are

encouraging social distancing and restricting travel, and employers are widely implementing work-from-home policies.

born in an environment in which the total addressable market (TAM) for our platform is growing exponentially.

With the emerging

effects of COVID-19 and other global events, we expect that our TAM will only continue to expand.

Vocal’s proprietary technology

was developed with the help of Thinkmill, our Sydney-based development partners.

We used Thinkmill’s open-source content

management framework, Keystone, as a foundation for our proprietary technology, which enables us to provide rapid updates and cost

effective agile development.

Together with Thinkmill, our internal product design and quantitative groups are able to quickly distribute

product improvements, updates, and new features to improve our users’

We believe that the Vocal platform

and its underlying technology allows us to maintain a 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 have materially

affected so many legacy media platforms.

Vocal’s technology has been specifically designed and built to scale without a material

corresponding increase in operational costs.

While our users can embed rich media, such as video, audio, and product links, into

their Vocal stories, the rich media content is hosted elsewhere (such as YouTube, Vimeo, Shopify, Spotify, etc.).

Thus, our platform

can accommodate rich media content of all kinds without bearing the financial or operational costs associated with hosting the

rich media itself.

Maintaining a sustainable and capital

light infrastructure is particularly important in tighter capital markets caused by external events that impact liquidity and credit,

such as the current COVID-19 pandemic.

Our technology is built to scale, while the rate of growth can be modulated through limits

on capital expenditure.

This creates a predictive environment in which the Company can continually reassess its capital needs and

adjust its course when faced with unforeseen developments.

Since its 2016 launch,

Vocal has amassed over 565,000 content creators across a wide range of mediums and backgrounds, such as bloggers, journalists,

influencers, musicians, artists, podcasters, gamers, entrepreneurs, and more.

Vocal creators provide a steady stream of user-generated,

which can be monetized through reads, as well as through tips received from audiences.

Vocal helps creators fund their creativity

and build their personal brand.

Vocal content creation process can be broken down into three key steps:

Vocal’s storytelling tools make

it easy for creators of all kinds to produce beautiful, engaging, rich-media content.

Creators share stories on one of Vocal’s

34 genre-specific communities to get discovered and connect with like-minded creators and readers.

Creators can earn money every time their

story is read, through participation in Challenges, and through tips received from fans.

Jerrick does not see Vocal as a substitute or competitor to segment-specific content platforms, such as Vimeo, YouTube, or SoundCloud.

Instead, Vocal is a supplementary tool with which to leverage the vast number of fragmented content creation tools that exist

in the digital sphere and to give creators on those platforms the means to monetize.

We believe that Vocal is well positioned

between the content creation tools and the various distribution channels that creators depend on to publish and amplify their

Vocal employs a number of strategies

to collect first-party data around our users’

behavioral activity on the platform.

The data is processed and analyzed by

our internal business intelligence team with the goal of improving our product, services and users’

Vocal’s

growth and marketing strategies make use of these first-party data insights, resulting in a lower creator acquisition cost and

reduced subscription churn when targeting third-party networks, such as the big social media platforms.

Importantly, we do not

sell our users’

We utilize data to optimize the success of our creators, and generate revenue when our creators

monetize their content and brands reach the right audience.

Additionally, unlike traditional publishing platforms, we do not charge

the audience for consuming content.

User Demographics:

of Vocal’s creators and audience are 18-34 years old.

split of gender is relatively balanced;

55% of Vocal users are female and 45% are male.

United States represents 57% of Vocal’s traffic, and an additional 20% of traffic

is split between the United Kingdom, Canada, and Australia.

As a mobile-first

platform, 75% of users access Vocal from a mobile device.

are 34 active communities on the Vocal platform, with genres ranging from health and

wellness, beauty, and mental health, to food, politics, pop culture, and more.

Vocal’s Value for Creators:

Vocal is a proprietary technology

platform, built to expand its digital audience through content distribution while providing an environment for creators to

be rewarded for their content.

We believe that digital audiences have become increasingly wary of traditional display and

programmatic advertising tactics–intrusive ads like pop-ups that disrupt the consumer experience.

The Company is therefore

focused on building a network of user generated content communities that emphasize discovery, creator monetization, and non-interruptive

branded storytelling.

In response to what

we recognize as the growing shift away from interruptive ads, brand marketing teams actively seek partners like Vocal, that

can deliver key performance metrics in an authentic and safe network.

By utilizing Vocal’s first-party behavioral

data, we can effectively pair content creators with the right brands to produce predictive strategies and successful

non-interruptive marketing campaigns.

Trust and safety are paramount to the Vocal ecosystem.

follow best practices when handling personally identifiable information, with guidance from the European Union’s General

Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Digital Millennium Copyright Act (DMCA).

Compliance Policies include:

technology assisted moderation of every story submitted;

detection of hate speech, nudity, and copyright infringement;

creator, and audience safety enforced through community watch;

The rejection of what we consider toxic content, with the understanding that diverse opinions are encouraged.

Stories Published

Based on our internal data collected over the last four months,

there has been a steady increase in creators who are publishing on our platform, which we believe is a result of the introduction

of features like Challenges, which further incentivize content submissions and improve the moderation feedback loop.

1 - # of Users who Published

Creator Acquisition Cost

As we continue to collect platform data, we are able to further

refine our ideal user profile and hone our targeting strategies, such that the Creator Acquisition Cost (CAC) for both

‘Vocal Free’

unpaid membership) and Vocal+ (i.e.

paid premium membership) naturally declines over time.

spent over three years executing marketing campaigns to attract Vocal Free users, and refining our strategy,

the CAC for Vocal+ subscribers experienced an immediate decline;

costs dropped from over $1,100 to approximately $200 in the first

4 months following the launch of Vocal+.

Meanwhile, the CAC for Vocal Free creators followed a similarly sharp rate of

reduction, dropping from approximately $4.50 down to $2.00 in this same time frame.

2 - Vocal+ Creator Acquisition Cost (CAC)

3 - Vocal Free Creator Acquisition Cost (CAC)

Digital Landscape and Industry

From 2006 through 2016,

the online and digital content industry experienced rapid growth.

This era resulted in various technology companies within

the digital space expanding into some of the largest and most influential companies in the United States and around the

Even with today’s market dislocation, many of these technology companies remain the industry leaders that will solve

for a new era of social distancing.

During this same period

of time, countless digital publishing platforms and tools were introduced that enabled creators and their audiences to create,

share, and connect.

However, hyper-growth in this sector eventually introduced a new series of problems.

largest issue was that the first wave of media publishing platforms and digital communities were reliant on a single line of revenue:

traditional intrusive advertising.

these companies scaled, so did their costs of operations, which eventually compelled them not only to compromise the integrity

of their relationship to users, but to bombard audiences with invasive ads and use some aggressive marketing tactics in order

to generate revenues and stay solvent.

An intrusive user experience is not a sustainable model.

Ad technology began experiencing

rapidly declining margins and tended to require excessive traffic in order to monetize.

Digital content and media asset

values have deteriorated rapidly between 2016 and 2018.

This compression of margins has, in recent years, led

to massive layoffs at those media publishing companies that were dependent on this legacy form of advertising.

There is a continued

risk of future markdowns in potential asset valuations.

designing Vocal, the Jerrick team focused on building a network of communities on a singular platform that would help people discover

real stories, from authentic creators.

Vocal provides for its users’

needs by always innovating and introducing new features

based on two core principles:

that creators and brands are our partners, and that we make money when our partners make money.

the face of this radical disruption in the digital marketing landscape, content distribution is undergoing a significant

to Statista, every 60 seconds on the internet:

videos are viewed on YouTube

posts are published on WordPress

posts are viewed on Instagram

tweets are sent on Twitter

Further, content monetization has become increasingly

oriented toward native and creator-based fees.

Facebook, Google, and Amazon already capture nearly 70% of digital ad spending,

with that number projected to increase (Source:

With these changes, and in light of more recent developments

the shift toward remote workforces, the popularization of freelancing, and social distancing recommendations –

we believe that digital content creation is at an all-time high.

Additionally, we believe that this new

era will see these statistics grow rapidly in this new environment of exponentially increasing online activity, resulting in an

evaluation of how to support the creation of digital content for creators, readers and audiences.

the same time, branded content (a form of native advertising) is on the rise, and experiencing continuing growth year-over-year.

to data from Pressboard:

find branded content 22x more engaging than display advertising;

spend 2x more money when they feel a personal connection with a brand;

content results in a 60% higher brand recall than other digital advertising ;

● Native advertising spend is projected to exceed $400 billion

Thus, we believe that brands

are actively seeking trustworthy and safe platforms like Vocal to drive engagement through non-interruptive brand storytelling,

and deliver key performance metrics that help optimize their marketing efforts.

We also believe that our Vocal platform provides

a needed alternative for creators to participate within a community-first environment and access sustainable revenue

We built Vocal on these transparent core values, which continue to inform how we work with creators, readers, brands,

and partners.

Jerrick was founded in 2014 by CEO Jeremy

Frommer and became publicly listed in February 2016, at which point the Company was renamed Jerrick Media Holdings, Inc.

began working with its Australia-based development partners, Thinkmill, in early 2014 to begin building its flagship product.

The Vocal technology platform was released to the public in December 2016 with six niche communities in its network and a small

group of beta creators.

late 2018, we introduced our in-house creative studio, Vocal for Brands, which partners with direct-to-consumer (DTC) brands to

create engaging and campaign-optimized stories on Vocal that build brand affinity and trust, and drive results

2019 was marked by a series of important

milestones for the Company.

First, in July 2019, the Vocal+ premium membership offering was introduced on the Vocal platform.

was followed by the completion of our acquisition and integration of boutique e-commerce marketing agency, Seller’s Choice,

in September 2019.

Earlier that year, we successfully tendered for the majority of Jerrick’s outstanding warrants, exchanging

over 90% of outstanding warrants for common stock.

In January 2020, Vocal’s product team launched the latest

feature for creators and brands, called “Creator Challenges.”

Challenges (which are either internally run or sponsored

by brands) are themed story contests that incentivize content submissions and engage Vocal’s user base by providing creators

with the chance to win cash prizes and other rewards.

The introduction of creator Challenges, which represents Vocal’s most

important product update to date, showcases Jerrick’s unique ability to leverage its powerful network to host unique content

experiences that drive success and value for brands, creators, and audiences simultaneously.

Moreover, creator Challenges are accretive

to Jerrick’s own marketing efforts;

Challenges offer further incentivize for new creators to join Vocal and, in particular,

to upgrade to Vocal+ (which offers members-only Challenges).

As a result, since the launch of creator Challenges, we’ve seen

our creator acquisition costs decrease over time.

The idea for Vocal came as a response

to what Jerrick’s founders recognized as systemic flaws inherent to the digital media industry and its operational infrastructures.

Depreciating value of digital media business models built on legacy technology platforms created a unique opportunity for development

of a creator-centric platform that could appeal to a global community and, at the same time, be capable of acquiring undervalued

complimentary technology assets.

Jerrick founders built the Vocal platform

upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficiencies could 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 assets lying dormant.

Since 2016, the ‘creator era,’

the industry has been marked by the proliferation of democratized and transparent platforms.

The digital space now encompasses

an online global audience of over 4.5 billion internet users and over 1.7 billion websites.

The “read, write and execute”

web, or Web 3.0, is a data-driven and more intelligent web that can adjust its output according to the particular needs and habits

of the individual user, fostering more intelligent creation, greater personalization and,

ultimately, a more satisfied end user.

In this context, legacy sites and platforms

are becoming increasingly threatened by factors like fragmented content creation tools, excessive traffic and marketing dollars

required to monetize content, and compressing margins for traditional digital advertising.

This has led to a qualitative deterioration

of online content.

In addition, it means that companies operating on these models will continue to struggle with limited paths

to scalable profitability.

There is limited competition that provides

the specific type of resources and platform that Vocal provides the creative community.

In addition, there are a limited number

of digital media companies like Vocal that charge only creators and brands for publishing content, as opposed to charging the

audience for accessing content.

Jerrick’s management team believes that the primary competition for Vocal are other platforms

that can draw attention or time from the creative community in general.

These platforms can vary in scope, size, and genre.

put, platforms compete for the attention of the digital consumer.

Vocal’s

Competitive Strengths

platforms must differentiate themselves by providing executable solutions and fulfilling users’

empirical needs.

on rewarding the creator for their content, partnering with them on distribution, and providing opportunities for monetization,

is one of the key differentiating factors between Vocal and legacy publishing platforms.

Vocal’s proprietary technology is built on Keystone, the same underlying open-source framework used by industry-leaders such as Atlassian, a $30-billion Australian technology company.

Some of the key differentiating elements of Vocal’s technology are speed, sustainability, and scalability.

The Company continues to invest heavily in research and development to continuously improve and innovate its platform, with the goal of optimizing the user experience for creators.

Vocal’s architecture allows it to do more with less cost, and provides a model capable of turning a profit.

We believe that Vocal’s built-in risk management and compliance features are another one of the platform’s key strengths.

Quality assurance policies enhance the reliability and integrity of the platform and ensure regulatory compliance, which fosters a trustworthy and safe environment for all of its stakeholders.

Further, Vocal utilizes third-party cloud-based services to host its platform, which affords the platform an important advantage;

management can focus on running and scaling its services, rather than building unnecessary infrastructure.

Vocal’s synthesis of democratization and monetization for its content and creators is unique in the industry.

Creators, influencers, and entrepreneurs seek a trustworthy platform that offers needed resources to expand their brand and reach.

At the same time, brands seek a safe and reliable platform with which to engage with customers, drive conversions, and build brand awareness.

Vocal’s ecosystem works to drive success simultaneously for all of its stakeholders.

Product Revenues

continually expanding network of approximately 565,000 content creators using the Vocal platform drives our primary source of

Quality content submissions from creators attracts audiences and brands, the other primary stakeholders who exist within

Vocal’s ecosystem.

The continuous interactions between creators, audiences, and brands propel a virtuous cycle of transactions

and represents an important element of Vocal’s scale and success.

The Company has

designed several revenue touch-points throughout the Vocal ecosystem, ensuring a balanced portfolio of revenue streams, sustainable

infrastructures, and compounding scalability.

Revenues are primarily generated through:

Creator Subscriptions:

Vocal+ is a premium subscription membership for Vocal users.

Vocal+ members pay a membership fee for premium features, including receiving increased earnings for their content, reduced platform

processing fees for tips received, a Vocal+ badge on their creator page, access to additional features on the Vocal Platform,

and participation in exclusive programs.

Creators may sign up for a Vocal+ membership when they create an account, or they can

upgrade an existing Vocal Free account to a Vocal+ account at any time.

The current cost of a Vocal+ membership is either $9.99

per month or $99 annually.

Brand Agency:

Our in-house creative studio, Vocal for

Brands, focuses on non-interruption based advertising and engaging brand storytelling.

Vocal for Brands pairs brands with active

creators in the Vocal network to produce bespoke branded content campaigns, brand-sponsored creator Challenges, and other types

of branded experiences on the Vocal platform that build brand engagement, trust, and drive results.

With the introduction of Challenges,

brands can tap into Vocal’s network of approximately 565,000 content creators and encourage them to interact with, learn about

and promote their brand while benefiting from Vocal’s brand-safe, moderated, and curated environment.

Brand-sponsored Challenges

effectively yield a collection of crowdsourced branded content for brands and help them reach a wider audience.

Vocal’s first-party data enables our team to create highly

targeted and segmented audiences for Vocal for Brands campaigns, and help the brand reach their ideal audience.

Brands can access

story performance data, engagement data, behavioral data, and sentiment data, all of which is used to further optimize the campaign’s

Fees range from $5,000 to $45,000 for bespoke Vocal for Brands campaigns, depending on duration and other key factors.

Marketing + Consulting Services :

Seller’s

Choice, LLC (“Seller’s Choice”), which we acquired in September 2019, is a digital marketing solution provider

dedicated to the interests, growth, and profitability of e-commerce brands.

Utilizing their integrative next-gen marketing

platform, Seller’s Choice focuses cohesively in the four key factors of online sellers –

sell-through, differentiation,

community and compliance –

to help e-commerce businesses establish their brand identity and realize profitable and sustainable

growth while maximizing customer engagement and retention.

Through Jerrick’s acquisition of Seller’s Choice, the Company has further

expanded its reach into the direct-to-consumer marketplace, while enabling Seller’s Choice’s clientele to leverage

Vocal for Brand’s unique brand storytelling capabilities.

Platform Processing Fees and Microtransactions:

Creators and their audiences have

the ability to send and receive tips, or microtransactions, on Vocal.

Each tip sent on Vocal generates revenue for the Company

in the form of platform processing fees.

For Vocal Free creators, we retain a 7% platform processing fee for every tip exchanged.

For Vocal+ creators, we retain a 2.9% platform processing fee.

We use the Stripe platform to process

tips and payouts to creators on Vocal.

Additional features such as gated premium content, recurring tips, affiliate marketing

features for brands, and incentivization fees for new creator referrals are currently in development.

Affiliate sales:

We also generate revenue through our

affiliate marketing relationships, which pay us a percentage of purchases made on our platform.

Affiliate partnerships include

Amazon, Skimlinks, Tune, and more.

Our e-commerce strategy involves revitalizing archival imagery

and media content in dormant legacy portfolios.

Our curation and data capabilities have helped us create scalable and definable

value for our internal collection of media assets through financing, trademarking, licensing, and production opportunities.

Growth Strategy

We intend to continue

to grow by focusing on the following key areas:

Moderation Improvements:

Constant analysis and improvement to Vocal’s moderation process enables us to reduce manpower costs and maintain a brand-safe environment.

Vocal’s genre-specific community structure, which evolves based on usage data, provides brands with a more transparent and targeted community for their product.

Creator Growth:

Vocal brings new creators, their audience, and brands to its platform through organic growth, performance marketing, and brand-building campaigns that drive awareness.

As the Vocal team continues to collect first-party behavioral data, we are able to further refine an ideal user profile and hone a specific targeting strategy to effectively scale the platform’s creator base.

We believe the CAC (Creator Acquisition Cost) for both the Vocal Free (i.e.

unpaid membership) and Vocal+ (paid premium membership) offerings will naturally decline over time by matching our internal data against third-party data.

Brand Partnerships:

We intend to continue to invest in new product offerings for brand storytelling on Vocal that provide valuable analytics, engagement, and conversion data.

Products and services offered on the platform are constantly evolving to elevate brand relationships, both qualitatively and quantitatively.

Platform Enhancements:

We intend to continue to invest in research and development and explore strategic acquisitions in order to enhance our product capabilities and evolve our network of communities.

With features such as Challenges, Tipping, and premium subscriptions, we believe that Vocal is consistently innovating to provide new and creative ways to expand the creator platform, and maximize both the Company’s revenues and creators’

Further, our strategic partnership with Thinkmill affords us an additional benefit in the Australian government’s research and development tax incentive program, which offers a rebate on 40% of funds spent on technology research and development within each fiscal year.

White Label Opportunities:

We intend to pursue opportunities to white-label Vocal’s underlying platform architecture for application in a range of industries.

The platform’s underlying technology can be utilized by sports franchises, trade companies, education organizations, the financial sector, and beyond.

New Geographies:

Global expansion is fundamental to our growth strategy.

While the U.S., U.K., and Canada represent the vast majority of our audience, we believe there will be significant demand for our product in overseas markets–including Asia, the Middle East, and South America–particularly for foreign language installations of the product.

Acquisitions:

Our acquisition of Seller’s Choice in September 2019 successfully expanded our brand product offering and client network.

Future acquisition targets include creator platforms, content communities, data science companies, and digital marketing agencies.

In collaboration with other production and media companies, as well as with our expanding user base, we look for content that can be leveraged for adaptation to film, television, digital shorts, books, and comic series.

We believe that Vocal’s ever-expanding community of creators and influencers affords us with the unique opportunity to cultivate these relationships.

There are three primary categories

of stakeholders/customers that interact within Vocal’s ecosystem:

creators, brands, and readers.

(“CRTD,”

“the Company,”

or “Creatd”) is a creator-first technology company and the parent company of the Vocal platform.

Our mission is to empower creators, entrepreneurs, and brands through technology and partnership.

We accomplish this through Creatd’s

three main business pillars:

Vocal Ventures, Creatd Partners, and our newest initiative, Recreatd.

At its core, Creatd centers around

the philosophy that creators are the driving force that propels success in the digital realm.

This philosophy is represented by a framework

we call the Creatd Cycle, which operates on the premise that creators produce content that attracts audiences, who in turn attract brands

who are interested in reaching those audiences and the ability to generate new installations around bespoke ecosystems such as health

and wellness, sports, and education.

Creatd’s

first pillar, Vocal Ventures, houses our proprietary technology platforms, including Creatd’s flagship product, the Vocal

platform, and its 36 wholly owned-and-operated creator communities.

Through Vocal, creators can create and share their stories in a

way that helps them get discovered by their ideal audiences and be rewarded for their creativity.

Similarly, brands can access their

ideal consumers and drive conversions for their products and services.

The Vocal platform’s scalable and unique underlying

agile framework lends itself well to future acquisitions and white-label opportunities for Creatd’s technology because of the

ease with which other platforms can be integrated into our ecosystem.

Creatd Partners, Creatd’s second pillar, houses our brand-oriented initiatives, including our agency businesses, Vocal for Brands

and Seller’s Choice, as well as its corporate ventures and investments.

Both of these agencies serve a multitude of clients, while

the venture arm looks to make direct investments in the ones that have significant upside opportunity.

Creatd Partners pairs Creatd’s

resources and Vocal’s proprietary technology, which were built to simultaneously amplify creators’

discoverability and potential

reward and help direct-to-consumer brands achieve conversions and reach their target audiences, while generating value for all of Creatd’s

stakeholders.

Recreatd is the pillar which houses Creatd’s

intellectual property and legacy media assets, including acquired artwork, photographs and media memorabilia.

Recreatd represents an initiative

by Creatd to revitalize transmedia content, utilizing Vocal Ventures’

technology, data, and marketing capabilities to reboot archival

media assets and e-commerce properties.

Creatd has a history of successfully executing such acquisition and assimilation projects, including

its resuscitation of General Media properties such as the iconic women’s magazine, Viva, into digital communities and absorbing

once-defunct content communities like Creators Media (which at one time was valued at $50MM).

Creatd has a vast collection of intellectual

property and legacy content, including a documentary about the life of Bob Guccione directed by Barry Avrich;

Till Human Voices Wake

Us, a short film starring Lindsay Lohan and directed by famed photographer Indrani;

No One’s Pet, the biography of Penthouse

Pet Sheila Kennedy authored by renown film critic Glenn Kenny;

and The Mind’s Eye, The Art of Omni .

The Company’s ability

to leverage its technology to revitalize this content represents a significant value proposition for media companies and publishers that

are sitting on vast collections of content that are of supreme quality but are not in a suitable format for today’s consumer.

Vocal, Creatd’s

flagship product, is a robust, proprietary technology platform that provides best-in-class tools, safe and curated communities,

and monetization opportunities that enable creators to find a receptive audience and get rewarded.

Through Vocal, content creators

can get discovered and monetize their content by connecting to their ideal audiences and partnering with the brands that want to

reach those audiences.

Since its initial launch in 2016, Vocal has grown to be one

of the fastest growing communities for content creators of all kinds, including writers, musicians, podcasters, photographers,

as of March 2021, Vocal has reached over 900,000 freemium creators and over 20,000 Vocal+ paid subscribers across its

36 owned and operated niche communities.

Vocal provides

a large stage for creators and artists to connect with fans and find new audiences.

In addition to enabling access to millions

of monthly visitors, we provide creators with a full suite of tools and services for content creation, discovery, distribution,

a large stage for creators to connect with fans and find new audiences.

In addition to enabling access to millions of unique monthly

visitors, the platform provides creators with a full suite of tools and services for content creation, discovery, distribution,

and monetization, including:

Easy-to use, rich media content editor:

Vocal’s content editor allows creators to easily add their rich media to their stories.

From Spotify songs to Shopify products, Vocal’s open canvas content creation editor makes it easy to create high-quality and engaging stories, and is a cost effective alternative to managing a blog content management system (CMS).

Ability to Monetize :

Both Vocal Free and Vocal+ memberships provide multiple monetization opportunities for creators.

Creators can earn money through visitor engagement as well as from tips received from visitors (less the payment processing fee).

For Vocal Free members, content is monetized at a rate of $3.80 per 1,000 reads (calculated based on time on page, scrolling behavior, and other internal metrics), whereas Vocal+ members monetize at $6.00 per 1,000 reads.

Designed for SEO:

Creators benefit from the search engine optimization (SEO) inherent to Vocal’s architecture, and the volume of organic traffic the platform receives as a result.

When creators amplify their content through their own social media channels, the optimization is further enhanced.

Creators can get more views and greater discoverability by publishing content on Vocal as opposed to other sites geared toward short form content, which have limited search capabilities and discovery tools, as well as limited opportunities for content monetization.

use, rich media content editor:

Vocal’s storytelling tools enable creators to produce beautiful and engaging

stories in a simple, user-friendly interface, and incorporate rich-media content of all kinds, including streaming content,

photos, videos, podcasts, product links, written text, and more.

Vocal’s open canvas content creation editor makes it

easy to create high-quality and engaging stories, and is a cost effective alternative to managing a blog content management

system (CMS).

Numerous Monetization

Both of Vocal’s membership tiers–Vocal freemium and the Vocal+

premium tier –

provide multiple monetization opportunities for creators.

earn money i) every time their story is read, ii) by competing in Challenges, iii) by receiving

‘tips’

and ‘bonuses’

iv) by collaborating on branded content campaigns

through the company’s in-house agency, Vocal for Brands.

For freemium members, content

‘reads’

are monetized at a rate of $3.80 per 1,000 reads (calculated based on

time on page, scrolling behavior, and other internal metrics), whereas Vocal+ members monetize

at $6.00 per 1,000 reads.

These rates are subject to change based on market trends or the

introduction of additional features and plan tiers.

Brand-safe advertising platform:

Vocal was designed to target consumers in an authentic, non-interruptive way.

Brand partnerships

and collaborations allow companies tap into the power of Vocal through campaign-optimized stories,

authored by real Vocal creators, that build brand affinity, trust, and drive sales.

Transparent Performance Data:

Creators can view their “Stats”

at any time to view their individual performance data, such as how many Reads a given story received, how much money they have earned, and how many tips or ‘Likes’

at any time to view their individual performance data, such as how many Reads a given story received, how much money they have earned, and how many Tips, Bonuses, or ‘Likes,’

they received.

Additionally, Vocal users have the ability to view key metrics such as community-specific data and Vocal+ membership data.

Valuable Audience:

The nature of Vocal’s genre-specific community structure is such that it generates a positively selected audience, a quality which makes Vocal an attractive prospect for creators and brands alike.

In a topic-based community, audiences are inherently more likely to be interested in the particular content housed in that community.

Vocal for Brands leverages Vocal to produce branded stories

and Challenges that build affinity and trust, while generating sales and awareness.

The nature of Vocal’s genre-specific (niche) community structure is such that it generates a positively selected audience, a quality which makes Vocal an attractive prospect for creators and brands alike.

In a niche community, audiences are inherently more likely to be interested in the particular content housed in that community.

Vocal+ is Creatd’s premium subscription membership program.

Vocal+ members pay a membership fee for premium features, including receiving increased earnings for their content, reduced platform

processing fees for Tips received, a Vocal+ badge on their creator page, eligibility to participate in exclusive Vocal+ Challenges,

Vocal+ offers a strong value proposition for new creators, as well as the over 900,000 freemium users registered to Vocal.

Creators may sign up for a Vocal+ membership when they create an account, or they can upgrade an existing Vocal Free account to

a Vocal+ account at any time.

The current cost of a Vocal+ membership is either $9.99 per month or $99 annually.

From time to time,

the Company offers Vocal+ subscriptions at a discount for a predetermined number of months as a promotion for new subscribers.

Vocal for Brands

Digital audiences have become increasingly

wary of traditional display and programmatic advertising tactics.

Intrusive ads like pop-ups have proven to disrupt the consumer

experience, leading to trends such as the fact that over 25% of internet users have ad blockers installed.

Brands are actively

seeking trustworthy and safe platforms like Vocal to drive engagement through non-interruptive brand storytelling and deliver

invaluable performance metrics that help optimize their marketing efforts.

Creatd’s internal content studio,

Vocal for Brands, pairs leading brands with authentic creators to produce marketing campaigns that are non-interruptive, engaging,

and direct-response driven.

The key value propositions for brands include:

Authentic Storytelling:

Our internal data group partners brands with real Vocal creators to tell their brand’s story in a way that is both engaging and trustworthy.

internal data group partners brands with real Vocal creators to tell their brand’s story in a way that is both engaging

and trustworthy.

In addition, brands can opt to sponsor a Challenge, which effectively yield a collection of crowdsourced

branded content for brands and help them reach a wider audience.

Valuable Audience:

Jerrick’s first-party data provides an opportunity to create highly targeted and segmented audiences to promote branded content.

Vocal’s first-party data provides an opportunity to create highly targeted and segmented audiences to promote branded content.

Most importantly, Vocal’s technology helps brands target the right audience by utilizing and applying that first-party data.

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Brands can apply this data to further increase awareness and optimize audience targeting.

We are focused on enabling the discovery and curation of stories

for our readers through a range of products and services:

benefit from our ability to help them safely navigate our network of communities.

Every story published on Vocal is run through

our proprietary moderation system, which synthesizes machine learning and human-touch curation.

Readers know that every story

on Vocal complies with our Community Guidelines, which ensures a safe environment for creators, brands, and readers alike.

Readers have the option to “Like”

their favorite stories, allowing them to interact directly with the creator, while providing the Vocal team with insights into their interests and behavior.

Our data science team uses this data to create segmented audiences to optimize content discovery.

Simply put, Vocal helps readers find stories personalized to their interests.

We provide readers with the opportunity

to send Tips to creators to show their support and appreciation.

Tips have a frictionless and secure user-experience, allowing

readers to pay with digital wallets such as Apple Pay and Google Pay.

Corporate Information

originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc.

The Company changed

its name on December 3, 2013 to Great Plains Holdings, Inc.

Vocal’s first-party data enables

our team to create highly targeted and segmented audiences for Vocal for Brands campaigns, and help the brand reach their ideal

Brands can access story performance data, engagement data, behavioral data, and sentiment data, all of which is used

to further optimize the campaign’s success.

The combination of Vocal’s hyper-engaged audiences, user-generated communities,

and brand-safe environment help brands achieve maximum ROAS (return on ad spend).

Vocal for Brands typically

collects fixed fees ranging from $10,000 to $110,000, depending on campaign duration and specific client objectives.

To date, Vocal for

Brands’

client roster includes up-and-coming direct to consumer (DTC) brands such as IAC’s Vimeo, Moleskine, New York Post’s

Decider, Lull, Daily Harvest, Cleancult, and more.

With the introduction

of Challenges in early first quarter 2020, brands can now tap into Vocal’s network content creators and encourage them to

interact with, learn about and promote their brand while benefiting from Vocal’s brand-safe, moderated, and curated environment.

Vocal Challenges have a unique ability to capture the hearts and minds of the creative community and drive meaningful engagement.

Challenges combine thought-provoking story prompts and sizable reward potential, which work to inspire creators and drive them

toward participation.

Brands can similarly capitalize on this combined effect by collaborating with Vocal on a sponsored Challenge,

prompting the creation of high-quality stories that are centered around the brand’s mission and further disseminated through creators’

respective social channels and promotional outlets.

Seller’s Choice

In addition to Vocal for Brands, Creatd supports

brands by providing managed and performance marketing services through Seller’s Choice.

an in-house marketing agency for DTC (direct-to-consumer)

and e-commerce clients.

Acquired by Creatd in September 2019, Seller’s Choice provides direct-to-consumer brands with design, development,

strategy, and sales optimization services.

Its status as an Amazon Solution Provider and its weighty operational structure made it an

ideal candidate for acquisition in late 2019.

Creatd’s business model is built to absorb distressed operational infrastructures,

integrate the few best components, and shed the non-essential costs.

Creatd Partners

Creatd Partners is the Company’s corporate venture arm, as well as the business division that encompasses management of Seller’s

Choice and Vocal for Brands.

Creatd Partners invests in qualified brands who are aligned with our corporate mission, such as direct-to-consumer

brands, digital platforms, and technologies that support entrepreneurs and the creator economy.

Creatd Partners was established with the

aim of nurturing high-potential, early-stage companies that can meaningfully benefit by leveraging Creatd’s technology, resources

and proven capacity to optimize visibility, reach, and conversions for direct-to-consumer products and services.

Creatd Partners investments

are subject to the completion of rigorous due diligence and independent valuation assessment and may encompass a combination of financial

and operational support in exchange for an equity stake in the business.

Creatd Partners’

first investment is Plant

Camp, a direct-to-consumer food company that creates healthy and nutritional upgrades to classic foods and was launched in December 2020.

The Company has made three further investments, the most notable of which is an equity investment in the health and wellness DTC beverage

Additionally, Creatd Partners is currently exploring future opportunities that fit its criteria and risk profile, seeking partner

companies that combine a quality product, seasoned founders, and the ability to leverage Creatd’s platform technology.

and Compliance

One of the key

differentiating factors between Vocal and most other user-generated content platforms is the fact that each story submitted to

Vocal is run through the Company’s proprietary moderation process before it goes live on the platform.

The decision to implement

moderation into the submission process was in direct response to the rise of misinformation and bad actors on many social platforms.

In response to these inherent pitfalls within 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, thus fostering a safe and trustworthy environment for creators, audiences, and brands.

Moderation and compliance are more important than ever in a world where ambiguity can systematically damage value.

Vocal’s

enforcement of community guidelines and emphasis on content moderation protects the platform, its creators, and Creatd shareholders.

Trust and safety

are paramount to the Vocal ecosystem.

We follow best practices when handling personally identifiable information, with guidance

from the European Union’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the

Digital Millennium Copyright Act (DMCA).

Platform Compliance

Policies include:

Human-led, technology assisted moderation of every story submitted;

Algorithmic detection of hate speech, nudity, and copyright infringement;

Brand, creator, and audience safety enforced through community watch;

The rejection of what we consider toxic content, with the understanding that diverse opinions are encouraged.

Vocal’s proprietary technology is

built on Keystone, the same underlying open-source framework used by industry-leaders such as Atlassian, a $43-billion Australian

technology company.

Some of the key differentiating elements of Vocal’s technology are speed, sustainability, and scalability.

The Company continues to invest heavily in research and development to continuously improve and innovate its platform, with the

goal of optimizing the user experience for creators.

Vocal’s architecture

allows it to do more with less cost and provides a model capable of turning a profit.

Additionally, the Vocal

platform and its underlying technology allows 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 have materially affected so many legacy media platforms.

Vocal’s technology has been specifically designed and built

to scale without a material corresponding increase in operational costs.

While our users can embed rich media, such as video, audio,

and product links, into their Vocal stories, the rich media content is hosted elsewhere (such as YouTube, Instagram, Vimeo, Shopify,

Spotify, etc.).

Thus, our platform can accommodate rich media content of all kinds without bearing the financial or operational

costs associated with hosting the rich media itself.

In addition to the benefits this framework affords to the Company, it is 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.

of First-Party Data

Creatd’s

business intelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical

data harnessed from the Vocal platform.

The team’s ability to apply its proprietary first-party data works to reduce acquisition

costs for new creators and to help provide brands with conversions and an ideal targeted audience.

In this way, our ability to

apply first-party data is one of the value-drivers for the Company and the key advantages of its closed ecosystem strategy, which

we refer to as the Creatd Cycle.

In its simplest

definition, first-party data is data that you collect directly from your customers.

Even the most simplistic blog website is collecting

some degree of first-party data;

Creatd’s edge is in its application of that data.

Our organization is constantly collecting

a tremendous amount of first-party behavioral data extracted from the Vocal platform.

To date, we have collected hundreds of millions

of data points around our customers and our audiences.

Importantly, we

do not sell that data, that being a common monetization opportunity for many other businesses.

Instead, we use our collected first-party

data for the purposes of bettering the platform.

Specifically, our data helps us understand the behaviors and attributes that are

common among the creators, brands, and audiences within our ecosystem.

We then pair our first-party Vocal data with third-party

data from distribution platforms such as Facebook and Snapchat to provide a more granular profile of our creators, brands, and

It is through generating this valuable

first-party data that we can continually enrich and refine our targeting capabilities for branded content promotion and creator

acquisition, and specifically, to reduce our creator acquisition costs (CAC) and subscriber acquisition costs (SAC).

Lower acquisition

costs combined with increasing lifetime value (LTV) per subscriber, means that our enterprise value is accelerating each time we

acquire a new user.

We anticipate the lifetime value of our subscribers to increase as we introduce more features that cater to

the needs of our creators.

It is Vocal’s unique capability to collect and apply first-party behavioral data that allows us

to simultaneously increase the LTV of our subscribers over time, while lowering the cost to acquire them.

In fact, the link between

incentivizing creators and lowering creator acquisition costs is a primary focus of the data science team, and an important consideration

for every feature we develop for the Vocal platform.

The idea for Vocal

came as a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its

operational infrastructures.

Depreciating value of digital media business models built on legacy technology platforms created a

unique opportunity for development of a creator-centric platform that could appeal to a global community and, at the same time,

be capable of acquiring undervalued complimentary technology assets.

Creatd’s

founders built the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase

efficiencies could 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 assets lying dormant.

is most commonly discussed as a combination of:

a platform for writers built by former Twitter founder Ev Williams;

a social news aggregation, web content rating, and discussion website;

a membership platform that provides business tools for content creators to run a subscription

Creatd does not see Vocal as a substitute or competitor to segment-specific content platforms, such as Vimeo, YouTube, Instagram, or

We don’t want to replace anyone;

we built Vocal to be accretive to the entire digital ecosystem.

In fact, one of the

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 partnerships

with the world’s greatest technology companies and to further spread our roots deeper into the digital landscape.

Revenue Model

Creatd’s

revenues are primarily generated through:

Creator Subscriptions:

Vocal+ subscription offering provides creators with increased monetization and access to premium tools and features.

At approximately $10 per month, Vocal+ offers creators a strong value proposition for freemium users to upgrade, while providing a scalable source of monthly recurring gross revenue for Creatd.

Management projects 100,000 paid subscribers in 2021.

● Marketing Partnerships:

Vocal partners with leading brands

and creators through its internal content studio, Vocal for Brands, to produce influencer and content marketing campaigns, including

sponsored Challenges, that leverage the power of Vocal.

Branded stories and Challenges are optimized for conversions, distributed

to a targeted audience based on Vocal’s first-party data, and are optimized for conversions to maximize revenue growth.

● Managed Services:

Creatd’s in-house marketing agency

for e-commerce, Seller’s Choice, provides direct-to-consumer brands with design, development, strategy, and sales optimization

Processing Fees and Microtransactions:

With Tipping and other types of microtransactions,

audiences can engage and support their favorite Vocal creators by actively investing

in their creativity.

Vocal takes a platform processing fee on all transactions.

Tip sent on Vocal generates revenue for the Company in the form of platform processing

For Vocal Free creators, we retain a 7% platform processing fee for every Tip exchanged.

For Vocal+ creators, we retain a 2.9% platform processing fee.

Vocal generates revenue through affiliate marketing relationships, which pays

the Company a percentage of purchases made on our platform.

Affiliate relationships include

Amazon, Skimlinks, Tune, and more.

This represents a unique opportunity in the post-pandemic

environment where brands need expansive distribution pipelines such as Vocal to reach

broader audiences.

● E-commerce:

Our e-commerce strategy involves revitalizing archival imagery and media content

in dormant legacy portfolios.

Our curation and data capabilities have helped us create

scalable and definable value for our internal collection of media assets through financing,

trademarking, licensing, and production opportunities.

Creatd has an exclusive license

to leverage the stories housed on Vocal, reimagining them for films, episodic shows,

games, graphic novels, collectibles, books, and more.

Growth Strategy:

Continued growth

is likely to be achieved by focusing on the following key areas:

Creator Growth:

Vocal brings new creators, their audience, and brands to its platform

through organic growth, performance marketing, and brand-building campaigns that drive awareness.

As the Vocal team continues

to collect first-party behavioral data, we are able to further refine an ideal user profile and hone a specific targeting

strategy to effectively scale the platform’s creator base.

Our product roadmap includes new features that will work

to incentivize creators to help us expand the Vocal network organically;

upcoming features include creator referrals and gated

content, which will enable creators to utilize Vocal’s microtransaction capabilities to charge recurring fees for exclusive

With these new features, creators will have further opportunities to get discovered and earn on Vocal, which works

to the benefit of the entire platform.

Brand Partnerships:

Continued investment in new product offerings for brand storytelling on Vocal with the goal of increasing the value to brands in the form of analytics, audience engagement, and conversion data for their products and services.

The Vocal for Brands in-house content studio is constantly evolving in order to elevate brand relationships, both qualitatively and quantitatively.

Licensing and Transmedia Opportunities:

We believe that Vocal’s ever-expanding community of creators and influencers affords us with the unique opportunity to cultivate these relationships.

This initiative is referred to by the Company as Recreatd .

White Label Opportunities:

White-labeling Vocal’s underlying platform architecture can be utilized for application in a range of industries, including use by sports franchises, trade companies, education organizations, companies in the financial sector, and others.

An example of a white label installation of Vocal currently on our drawing board is a platform called Give .

The idea behind Give is to borrow Vocal’s topic-specific community structure and adapt it for the non-profit sector.

The Give platform would function as a network of vetted, verified organizations for which creators can raise awareness, funding or discussions using Vocal’s existing features like storytelling tools, community engagement, and microtransactions.

Give will provide charities with the tools and resources to capture attention and donations in what is a saturated non-profit space.

Vocal Global:

Global is Creatd’s new market expansion strategy for applying Vocal’s technology to international platform opportunities.

While the U.S., U.K., and Canada represent the vast majority of our audience, we believe there will be significant demand for our product

in overseas markets–including Asia, the Middle East, and South America–particularly for foreign language installations of

the product, an initiative which Creatd refers to as “Content Without Borders.”

Acquisition Strategy

Creatd’s hybrid finance and design culture is key to its acquisition

Acquisition targets are companies that meet a set of opportunistic or financial standards or that are 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 laws of the State of Nevada on December 30, 1999 under the name LILM, Inc.

The Company changed its name

on December 3, 2013 to Great Plains Holdings, Inc.

On February 5,

2016 (the “Merger Closing Date”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”)

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the terms of the Merger Agreement, we acquired, through a reverse triangular merger, all of the outstanding capital stock of Jerrick

in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 28,500,000

shares of our 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”).

in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), 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

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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 781,818 shares of our

common stock held by Mr.

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.

In addition, Mr.

Campbell assumed all of our debts, obligations and liabilities, including

any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

Campbell assumed all of our debts, obligations and liabilities, including any existing

prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

Effective February

we entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”), pursuant to which we became the

parent company of Jerrick Ventures, LLC, our wholly-owned operating subsidiary (the “Statutory Merger”).

Finally, on February 28, 2016, we changed

our name to Jerrick Media Holdings, Inc.

28, 2016, we entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”), pursuant to which we

became the parent company of Jerrick Ventures, LLC, our wholly-owned operating subsidiary (the “Statutory Merger”).

On February 28,

2016, we changed our name to Jerrick Media Holdings, Inc.

to better reflect our new business strategy.

Our corporate headquarters are located

at 2050 Center Ave, Suite 640, Fort Lee, NJ 07024.

As of March 30, 2020, we had 25 full-time employees.

We consider our relation

with our employees to be good.

On July 25, 2019, we filed a certificate

of amendment to our articles of incorporation, as amended (the “Amendment”), with the Secretary of State of the State

of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of our common stock

without any change to its par value.

The Amendment became effective on July 30, 2019.

The number of shares of authorized common

stock was proportionately reduced as a result of the Reverse Stock Split.

The number of shares of authorized preferred stock was

not affected by the Reverse Stock Split.

No fractional shares were issued in connection with the Reverse Stock Split as all fractional

shares were “rounded up”

to the next whole share.

All share and per share amounts for the common stock indicated

in this Form 10-K 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 (see Note 4).

On July 13, 2020, upon approval from our

board of directors and stockholders, we filed Second Amended and Restated Articles of Incorporation with the Secretary of State

of the State of Nevada for the purpose of increasing our authorized shares of Common Stock to 100,000,000.

On August 13, 2020, we filed a certificate of amendment to our

second amended and restated articles of incorporation (the “Amendment”), with the Secretary of State of the State of

Nevada to effectuate a one-for-three (1:3) reverse stock split (the “August 2020 Reverse Stock Split”) of our common

stock without any change to its par value.

The Amendment became effective on August 17, 2020.

No fractional shares were issued

in connection with the August 2020 Reverse Stock Split as all fractional shares were rounded down to the next whole share.

share and per share amounts of our common stock listed in this Form 10-K have been adjusted to give effect to the August 2020 Reverse

On September 9, 2020, the Company filed

a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”,

which became effective on September 10, 2020.

Recent Developments

Nasdaq Letter of Reprimand

On January 4, 2021, the Company received

a letter from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchange had determined

to delist the Company’s common stock and warrants from the Exchange based on the Company’s non-compliance with the

Exchange’s (i) $5 million stockholders’

equity requirement for initial listing pursuant to Nasdaq Listing Rule 5505(b),

(ii) the $2.5 million stockholders’

equity requirement or any of the alternatives for continued listing pursuant to Nasdaq

Listing Rule 5550(b), and (iii) the Company’s failure to provide material information to the Exchange pursuant to Nasdaq

Listing Rule 5250(a)(1).

On February 11, 2021, the Company met with

the Exchange’s Hearings Panel (the “Panel”) with respect to 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 Delisting filing was stayed pending the Panel’s decision.

On March 9, 2021, the Exchange notified

the Company that the Panel had determined to continue the listing of the Company on the Exchange.

Notwithstanding the Panel’s

determination to continue the listing of the Company’s securities on the Exchange, the Panel issued a public reprimand letter

to the Company, pursuant to Listing Rule 5815(c)(1)(D), based on its finding “that the Company failed to meet the initial

listing criteria with respect to stockholders’

equity and failed to provide Nasdaq with material information with respect

to that deficiency.”

Specifically, the Panel found that the Company failed to comply with Listing Rule 5250(a)(1), requiring

it to notify Nasdaq of certain significant developments that led to the Company’s prior representations about its ability

to satisfy the initial listing requirements being inaccurate.

In reaching its determination to continue the listing of the Company

on Nasdaq, the Panel acknowledged that the Company has since demonstrated compliance with the initial listing requirement for stockholders’

equity and all other applicable initial listing requirements.

The Panel also determined that the violations were inadvertent and

that the Company had relied on advice of counsel at the time in its interactions with the Nasdaq staff (“Staff”).

Panel also acknowledged the Company’s efforts to implement structural changes within the Company to avoid similar misstatements

in the future and that would allow for proper accounting and disclosure on an ongoing basis.

A Panel Monitor has been implemented under Listing Rule 5815(d)(4)(A)

for a period of one year from the date of the Letter.

In the event that the Company becomes deficient with respect to any continued

listing requirement, the Company will not be afforded the opportunity to submit a compliance plan for Staff’s consideration

and Staff will issue a Delist Determination Letter and promptly schedule a new hearing under Listing Rule 5810(c)(2), at which

the Company may present a compliance plan for the Panel’s consideration.

In the event of a new hearing, any suspension or

delisting action would be stayed pending the completion of the hearings process and the expiration of any additional extension

period granted by the Panel following the hearing.

Sale of Series E Convertible Preferred

On December 29, 2020 (the “Effective Date”), the

Company entered into securities purchase agreements (the “Purchase Agreement”) with thirty-three accredited investors

(the “Investors”), whereby, at the closing, the Investors have agreed to purchase from the Company an aggregate of

(i) 7,778 shares of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred

Stock”);

and (ii) 2,831,715 warrants (the “Warrants”) to purchase shares of the Company’s common stock,

par value $0.001 per share (the “Common Stock”).

The Series E Preferred Stock is convertible into a total of 1,887,810

shares of Common Stock (the “Conversion Shares”).

The combined purchase price of one Conversion Share and one and a

half Warrant was $4.12.

The aggregate purchase price for the Series E Preferred Stock and Warrants was $7,777,777.77.

for the purchase of 7,738 shares of Series E Preferred Stock, convertible into 1,878,101 shares of Common Stock, and 2,817,152

Warrants occurred on between December 29 and December 31, 2020.

The closing for the remaining 40 shares of Series E Preferred Stock,

convertible into 9,709 shares of Common Stock, and 14,563 Warrants occurred on January 4, 2021.

Appointment of New Director

On October 27, 2020, the Board of the Company

increased the size of the Board to six members and appointed LaBrena Martin to fill that newly-created vacancy and serve as a member

of the Board.

In connection with her appointment to the Board, the Board appointed Ms.

Martin to serve as a member of the Audit

and Compensation Committees and as the Chair of the Nominating and Corporate Governance Committee.

Martin will hold office

until the next annual meeting of stockholders, or until her successor is duly elected and qualified or her earlier resignation

Over-Allotment Option Exercise

As previously reported on a Current Report

on Form 8-K of the Company, on September 15, 2020, the Company consummated an underwritten public offering (the “Offering”)

of 1,725,000 units of securities (the “Units”), with each Unit consisting of (i) one share of common stock, par value

$0.001 per share (“Common Stock”), and (ii) one five-year warrant to purchase one share of Common Stock at an exercise

price of $4.50 per share (the “Warrants”), pursuant to that certain Underwriting Agreement, dated September 10, 2020,

by and between the Company and The Benchmark Company, LLC, acting as the representative (the “Representative”) of the

several underwriters named therein (collectively, the “Underwriters”).

The Units were sold at a price of $4.50

per Unit, generating gross proceeds to the Company of $7.7625 million.

The Company granted the Underwriters a 45-day option to

purchase up to 258,750 shares of Common Stock and/or 258,750 Warrants to purchase Common Stock to cover over-allotments, if any.

On October 6, 2020, the Underwriters partially

exercised the over-allotment option and on October 8, 2020, purchased an additional 258,750 Warrants, generating gross proceeds,

before deducting underwriting discounts and commissions, of $2,587.50.

Appointment of Chief Operating Officer

Effective September 28, 2020, the board

of directors of the Company appointed Laurie Weisberg as Chief Operating Officer of the Company.

Weisberg also currently serves

as a member of the Company’s board of directors.

As of March 31, 2021, we had 42 full-time

employees and 12 part-time employees.

None of our employees are subject to a collective bargaining agreement, and we believe our

relationship with our employees to be good.

We believe that our future success will

depend in 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 purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting

of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating

such individuals to perform to the best of their abilities and achieve our objectives.

Corporate Information

The Company’s address is 2050 Center Avenue Suite 640

Fort Lee, NJ 07024.

The Company’s telephone number is (201) 258-3770.

Our website is https://creatd.com.

The information

on, or that can be accessed through, this website is not part of this Form 10-K, and you should not rely on any such information

in making the decision whether to purchase the Common Stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business